CLEVELAND-CLIFFS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA STATEMENTS OF CONSOLIDATED FINANCIAL POSITION CLEVELAND-CLIFFS INC. AND SUBSIDIARIES December 31, (In millions, except share information) 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 57 $ 54 Accounts receivable, net 1,442 1,576 Inventories 4,772 5,094 Other current assets 164 183 Total current assets 6,435 6,907 Non-current assets: Property, plant and equipment, net 9,481 9,942 Goodwill 1,814 1,768 Intangible assets 1,135 1,170 Pension and OPEB assets 469 427 Other non-current assets 678 733 TOTAL ASSETS $ 20,012 $ 20,947 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,893 $ 2,008 Accrued employment costs 517 486 Accrued expenses 396 375 Other current liabilities 496 492 Total current liabilities 3,302 3,361 Non-current liabilities: Long-term debt 7,253 7,065 Pension and OPEB liabilities 655 751 Deferred income taxes 375 849 Asset retirement and environmental obligations 682 601 Other non-current liabilities 1,422 1,453 TOTAL LIABILITIES 13,689 14,080 Commitments and contingencies (See NOTE 20) Equity: Common Shares - par value $ 0.125 per share Authorized - 1,200,000,000 shares (2024 - 1,200,000,000 shares); Issued - 606,051,530 shares (2024 - 531,051,530 shares); Outstanding - 569,759,243 shares (2024 - 493,948,905 shares) 76 66 Capital in excess of par value of shares 5,736 4,758 Retained earnings (deficit) ( 529 ) 949 Cost of 36,292,287 common shares in treasury (2024 - 37,102,625 shares) ( 659 ) ( 676 ) Accumulated other comprehensive income 1,492 1,537 Total Cliffs shareholders' equity 6,116 6,634 Noncontrolling interests 207 233 TOTAL EQUITY 6,323 6,867 TOTAL LIABILITIES AND EQUITY $ 20,012 $ 20,947 The accompanying notes are an integral part of these consolidated financial statements. 60 | CLF 2025 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED OPERATIONS CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Year Ended December 31, (In millions, except per share amounts) 2025 2024 2023 Revenues $ 18,610 $ 19,185 $ 21,996 Operating costs: Cost of goods sold ( 19,470 ) ( 19,122 ) ( 20,623 ) Selling, general and administrative expenses ( 543 ) ( 486 ) ( 577 ) Restructuring and other charges ( 86 ) ( 129 ) — Acquisition-related costs ( 1 ) ( 44 ) ( 12 ) Asset impairment ( 39 ) ( 79 ) — Goodwill impairment — — ( 125 ) Miscellaneous – net ( 50 ) ( 88 ) — Total operating costs ( 20,189 ) ( 19,948 ) ( 21,337 ) Operating income (loss) ( 1,579 ) ( 763 ) 659 Other income (expense): Interest expense, net ( 594 ) ( 370 ) ( 289 ) Loss on extinguishment of debt ( 10 ) ( 27 ) — Net periodic benefit credits other than service cost component 223 247 204 Changes in fair value of derivatives, net ( 45 ) ( 41 ) — Other non-operating income 1 4 5 Total other expense ( 425 ) ( 187 ) ( 80 ) Income (loss) from continuing operations before income taxes ( 2,004 ) ( 950 ) 579 Income tax benefit (expense) 581 236 ( 144 ) Income (loss) from continuing operations ( 1,423 ) ( 714 ) 435 Income (loss) from discontinued operations, net of tax ( 5 ) — 1 Net income (loss) ( 1,428 ) ( 714 ) 436 Net income attributable to noncontrolling interests ( 50 ) ( 46 ) ( 51 ) Net income (loss) attributable to Cliffs shareholders $ ( 1,478 ) $ ( 760 ) $ 385 Earnings (loss) per common share attributable to Cliffs shareholders - basic Continuing operations $ ( 2.90 ) $ ( 1.58 ) $ 0.75 Discontinued operations ( 0.01 ) — — $ ( 2.91 ) $ ( 1.58 ) $ 0.75 Earnings (loss) per common share attributable to Cliffs shareholders - diluted Continuing operations $ ( 2.90 ) $ ( 1.58 ) $ 0.75 Discontinued operations ( 0.01 ) — — $ ( 2.91 ) $ ( 1.58 ) $ 0.75 The accompanying notes are an integral part of these consolidated financial statements. 61 | CLF 2025 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Year Ended December 31, (In millions) 2025 2024 2023 Net income (loss) $ ( 1,428 ) $ ( 714 ) $ 436 Other comprehensive income (loss): Changes in pension and OPEB, net of tax ( 170 ) ( 167 ) ( 20 ) Changes in derivative instruments, net of tax 38 117 ( 154 ) Changes in foreign currency translation 87 ( 70 ) 1 Total other comprehensive loss ( 45 ) ( 120 ) ( 173 ) Comprehensive income (loss) ( 1,473 ) ( 834 ) 263 Comprehensive income attributable to noncontrolling interests ( 50 ) ( 46 ) ( 51 ) Comprehensive income (loss) attributable to Cliffs shareholders $ ( 1,523 ) $ ( 880 ) $ 212 The accompanying notes are an integral part of these consolidated financial statements. 62 | CLF 2025 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED CASH FLOWS CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Year Ended December 31, (In millions) 2025 2024 2023 OPERATING ACTIVITIES Net income (loss) $ ( 1,428 ) $ ( 714 ) $ 436 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation, depletion and amortization 1,235 951 973 Pension and OPEB credits ( 187 ) ( 211 ) ( 163 ) Deferred income taxes ( 506 ) ( 196 ) 110 Restructuring and other charges 86 129 — Asset impairment 39 79 — Goodwill impairment — — 125 Other 87 277 76 Changes in operating assets and liabilities, net of business combination: Accounts receivable, net 134 364 120 Inventories 315 ( 5 ) 670 Income taxes 13 ( 17 ) 122 Pension and OPEB payments and contributions ( 154 ) ( 195 ) ( 94 ) Payables, accrued employment and accrued expenses ( 78 ) ( 401 ) 22 Other, net ( 18 ) 44 ( 130 ) Net cash provided (used) by operating activities ( 462 ) 105 2,267 INVESTING ACTIVITIES Purchase of property, plant and equipment ( 561 ) ( 695 ) ( 646 ) Acquisition of Stelco, net of cash acquired — ( 2,512 ) — Proceeds from sale of business 53 — 35 Other investing activities 29 ( 5 ) 20 Net cash used by investing activities ( 479 ) ( 3,212 ) ( 591 ) FINANCING ACTIVITIES Repurchase of common shares — ( 733 ) ( 152 ) Proceeds from issuance of common shares 951 — — Proceeds from issuance of debt 1,983 3,221 750 Repayments of senior notes ( 685 ) ( 845 ) — Borrowings (repayments) under credit facilities ( 1,109 ) 1,560 ( 1,864 ) Debt issuance costs ( 30 ) ( 109 ) ( 34 ) Other financing activities ( 168 ) ( 124 ) ( 204 ) Net cash provided (used) by financing activities 942 2,970 ( 1,504 ) Net increase (decrease) in cash and cash equivalents 1 ( 137 ) 172 Cash, cash equivalents, and restricted cash at beginning of year 60 198 26 Effect of exchange rate changes on cash 2 ( 1 ) — Cash, cash equivalents, and restricted cash at end of year 63 60 198 Restricted cash ( 6 ) ( 6 ) — Cash and cash equivalents at end of year $ 57 $ 54 $ 198 The accompanying notes are an integral part of these consolidated financial statements. 63 | CLF 2025 FORM 10-K Table of Contents STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY CLEVELAND-CLIFFS INC. AND SUBSIDIARIES Cliffs Shareholders (In millions) Number of Common Shares Outstanding Par Value of Common Shares Issued Capital in Excess of Par Value of Shares Retained Earnings (Deficit) Common Shares in Treasury AOCI (Loss) Non- controlling Interests Total December 31, 2022 513.3 $ 66 $ 4,871 $ 1,324 $ ( 310 ) $ 1,830 $ 251 $ 8,032 Comprehensive income (loss) — — — 385 — ( 173 ) 51 263 Stock and other incentive plans 2.0 — ( 10 ) — 33 — — 23 Common share repurchases, net of excise tax ( 10.4 ) — — — ( 153 ) — — ( 153 ) Net distributions to noncontrolling interests — — — — — — ( 67 ) ( 67 ) December 31, 2023 504.9 $ 66 $ 4,861 $ 1,709 $ ( 430 ) $ 1,657 $ 235 $ 8,098 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 Common stock repurchases, net of excise tax ( 37.9 ) — — — ( 737 ) — — ( 737 ) Net distributions to noncontrolling interests — — — — — — ( 48 ) ( 48 ) December 31, 2024 493.9 $ 66 $ 4,758 $ 949 $ ( 676 ) $ 1,537 $ 233 $ 6,867 Comprehensive income (loss) — — — ( 1,478 ) — ( 45 ) 50 ( 1,473 ) Issuance of common shares 75.0 10 941 — — — — 951 Stock and other incentive plans 0.9 — 37 — 17 — — 54 Net distributions to noncontrolling interests — — — — — — ( 76 ) ( 76 ) December 31, 2025 569.8 $ 76 $ 5,736 $ ( 529 ) $ ( 659 ) $ 1,492 $ 207 $ 6,323 The accompanying notes are an integral part of these consolidated financial statements. 64 | CLF 2025 FORM 10-K Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CLEVELAND-CLIFFS INC. AND SUBSIDIARIES NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES BUSINESS, CONSOLIDATION AND PRESENTATION NATURE OF BUSINESS We are a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. We are vertically integrated from the mining of iron ore, production of pellets and direct reduced iron, and processing of ferrous scrap through primary steelmaking and downstream finishing, stamping, tooling and tubing. Headquartered in Cleveland, Ohio, we employ approximately 25,000 people across our operations in the United States and Canada. More than 90 % of our approximately 20,000 hourly workforce is represented by three prominent unions - USW, UAW and IAM. Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations. STELCO ACQUISITION On November 1, 2024, pursuant to the terms of the Arrangement Agreement announced on July 15, 2024, we completed the Stelco Acquisition. In connection with closing, Stelco shareholders received CAD $ 60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock. Refer to NOTE 3 - ACQUISITIONS for further information. BUSINESS OPERATIONS We are organized into four operating segments based on differentiated products, Steelmaking, Tubular, Tooling and Stamping, and European Operations. We primarily operate through one reportable segment – the Steelmaking segment. BASIS OF CONSOLIDATION The consolidated financial statements consolidate our accounts and the accounts of our wholly owned subsidiaries, all subsidiaries in which we have a controlling interest and VIEs for which we are the primary beneficiary. All intercompany transactions and balances are eliminated upon consolidation. INVESTMENTS IN AFFILIATES We have investments in several businesses accounted for using the equity method of accounting. These investments are included within our Steelmaking segment. We review an investment for impairment when circumstances indicate that a loss in value below its carrying amount is other than temporary. 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 We consider the following policies to be beneficial in understanding the judgments involved in the preparation of our consolidated financial statements and the uncertainties that could impact our financial condition, results of operations and cash flows. Certain prior period amounts have been reclassified to conform with the current year presentation. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our mineral reserves; future realizable cash flow; environmental, reclamation and closure obligations; valuation of business combinations; derivative assets/liabilities; tax assets/liabilities; post-employment, post-retirement and other employee benefit liabilities; reserves for contingencies and litigation require the use of various management estimates and assumptions. Actual results could differ from estimates. 65 | CLF 2025 FORM 10-K Table of Contents Management reviews its estimates on an ongoing basis. Changes in facts and circumstances may alter such estimates and affect the results of operations and financial position in future periods. BUSINESS COMBINATIONS Assets acquired and liabilities assumed in a business combination are recognized and measured based on their estimated fair values at the acquisition date, while the acquisition-related costs are expensed as incurred. Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill. We engage independent valuation specialists to assist with the determination of the fair value of assets acquired, liabilities assumed and goodwill associated with an acquisition. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that existed as of the date of the acquisition. 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. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash and cash equivalents include cash on hand and on deposit as well as all short-term securities held for the primary purpose of general liquidity. We routinely monitor and evaluate counterparty credit risk related to the financial institutions in which our short-term investment securities are held. Where right of offset exists, we report cash balances net. Additionally, restricted cash represents cash not readily available for our operations and includes deposits primarily associated with certain environmental obligations. This balance is classified within Other non-current assets on the Statements of Consolidated Financial Position. TRADE ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSS Trade accounts receivable are recorded at the point control transfers and represent the amount of consideration we expect to receive in exchange for transferred goods and do not bear interest. We establish provisions for expected lifetime losses on accounts receivable at the time a receivable is recorded based on historical experience, customer credit quality and forecasted economic conditions. We regularly review our accounts receivable balances and the allowance for credit loss and establish or adjust the allowance as necessary using the specific identification method. We evaluate the aggregation and risk characteristics of receivable pools and develop loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon we are exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. INVENTORIES Inventories are generally stated at the lower of cost or net realizable value using average cost, excluding depreciation and amortization. Certain iron ore inventories are stated at the lower of cost or market using the LIFO method. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES We are exposed to certain risks related to the ongoing operations of our business, including those caused by changes in commodity prices and energy rates. We have established policies and procedures, including the use of certain derivative instruments, to manage such risks. Derivative instruments are recognized as either assets or liabilities on the Statements of Consolidated Financial Position and measured at fair value. On the date a qualifying hedging instrument is executed, we designate the hedging instrument as a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge). We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific firm commitments or forecasted transactions. We also formally assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the related hedged items. When it is determined that a derivative is not highly effective as a hedge, we discontinue hedge accounting prospectively and record all future changes in fair value in the period of the instrument's earnings or losses. For derivative instruments that have been designated as cash flow hedges, the changes in fair value are recorded in Accumulated other comprehensive income . Amounts recorded in Accumulated other comprehensive income are reclassified to earnings or losses in the period the underlying hedged transaction affects earnings or when the underlying hedged transaction is no longer reasonably possible of occurring. The cash flows resulting from these derivative instruments are classified in Other, net in operating activities on the Statements of Consolidated Cash Flows. 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. 66 | CLF 2025 FORM 10-K Table of Contents PROPERTY, PLANT AND EQUIPMENT Our properties are stated at cost less accumulated depreciation. Depreciation of plant and equipment is computed principally by the straight-line method based on estimated useful lives. Depreciation continues to be recognized when operations are idled temporarily. Depreciation and depletion are recorded over the following estimated useful lives: Asset Class Basis Life Land, land improvements and mineral rights Land and mineral rights Units of production Life of mine Land improvements Straight line 20 to 45 years Buildings Straight line 20 to 45 years Equipment Straight line/Double declining balance 3 to 45 years Governmental grants received in connection with an underlying capital project typically have associated requirements that must be met in order to ultimately earn the grant. When we receive grant funds related to a capital project, we record the amount received as a reduction of the capital project asset on the balance sheet. Grant funds received are recorded as a cash inflow, classified in Other investing activities, separate from the cash outflow related to the capital project, which are classified in Purchase of property, plant and equipment , within investing activities on the Statements of Consolidated Cash Flows. GOODWILL Goodwill represents the excess purchase price paid over the fair value of the net assets from an acquisition. Goodwill is not amortized for financial statement purposes. 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. Should our qualitative test indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative test to determine the amount of impairment, if any, to the carrying value of the reporting unit and its associated goodwill. OTHER INTANGIBLE ASSETS AND LIABILITIES Intangible assets and liabilities are subject to periodic amortization on a straight-line basis over their estimated useful lives. LEASES We determine if an arrangement contains a lease at inception. We recognize right-of-use assets and lease liabilities associated with leases based on the present value of the future minimum lease payments over the lease term at the commencement date. Lease terms reflect options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Short-term leases (leases with an initial lease term of 12 months or less) are not recognized on the Statements of Consolidated Financial Position. Operating lease expense is recognized on a straight-line basis over the lease term. ASSET IMPAIRMENT We monitor conditions that may affect the carrying value of our long-lived tangible and intangible assets when events and circumstances indicate that the carrying value of the asset groups may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available ("asset group"). The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. FAIR VALUE MEASUREMENTS ASC Topic 820, Fair Value Measurements and Disclosures , establishes a three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our own views about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below: • Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 — Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 — Valuation is based upon other unobservable inputs that are significant to the fair value measurement. 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. 67 | CLF 2025 FORM 10-K Table of Contents PENSION AND OTHER POSTRETIREMENT BENEFITS We offer defined benefit pension plans, defined contribution pension plans and OPEB plans, primarily consisting of retiree healthcare benefits as part of our total compensation and benefits programs. We recognize the funded or unfunded status of our pension and OPEB obligations on the Statements of Consolidated Financial Position based on the difference between the market value of plan assets and the actuarial present value of our retirement obligations on that date, on a plan-by-plan basis. If the plan assets exceed the pension and OPEB obligations, the amount of the surplus is recorded as an asset; if the pension and OPEB obligations exceed the plan assets, the amount of the underfunded obligations is recorded as a liability. Year-end balance sheet adjustments to pension and OPEB assets and obligations are recorded as Accumulated other comprehensive income on the Statements of Consolidated Financial Position. The actuarial estimates of the PBO (Projected benefit obligation) and APBO (Accumulated postretirement benefit obligation) incorporate various assumptions including the discount rates, the rates of increases in compensation, healthcare cost trend rates, mortality, retirement timing, employee turnover and other demographic assumptions. The discount rate is determined based on the prevailing year-end rates for high-grade corporate bonds with a duration matching the expected cash flow timing of the benefit payments from the various plans. The remaining assumptions are based on our estimates of future events by incorporating historical trends and future expectations. The amount of net periodic cost that is recorded in the Statements of Consolidated Operations consists of several components including service cost, interest cost, expected return on plan assets, and amortization of previously unrecognized amounts. Service cost represents the value of the benefits earned in the current year by the participants. Interest cost represents the cost associated with the passage of time. Certain items, such as plan amendments, gains and/or losses resulting from differences between actual and assumed results for demographic and economic factors affecting the obligations and assets of the plans, and changes in other assumptions are subject to deferred recognition for income and expense purposes. 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, 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. The amortization period varies by plan. ASSET RETIREMENT OBLIGATIONS An asset retirement obligation is recognized when incurred if a reasonable estimate of fair value can be made, and is initially measured at fair value. The fair value of the liability is determined as the discounted value of the expected future cash flows. The asset retirement obligation is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized and amortized over the life of the related asset. Reclamation costs are adjusted periodically to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. We review, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation for each applicable operation in accordance with the provisions of ASC Topic 410, Asset Retirement and Environmental Obligations . We perform an in-depth evaluation of the liability every three years in addition to our routine annual assessments. Future reclamation costs for inactive operations are accrued based on management’s best estimate at the end of each period of the costs expected to be incurred at a site. Such cost estimates include, where applicable, ongoing maintenance and monitoring costs. Changes in estimates at inactive operations are reflected in Miscellaneous – net on the Statements of Consolidated Operations in the period an estimate is revised. ENVIRONMENTAL REMEDIATION COSTS Our operating activities are subject to various laws and regulations governing protection of the environment. We conduct our operations to protect the public health and environment and believe our operations are in compliance with applicable laws and regulations in all material respects. Our environmental liabilities, including obligations for known environmental remediation exposures, have been recognized based on the estimated cost of investigation and remediation at each site. If the cost can only be estimated as a range of possible amounts with no point in the range being more likely, the minimum of the range is accrued. Future expenditures are discounted unless the amount and timing of the cash disbursements cannot be reasonably estimated. It is possible that additional environmental obligations could be incurred, the extent of which cannot be assessed. Potential insurance recoveries have not been reflected in the determination of the liabilities. REVENUE RECOGNITION Sales are recognized when our performance obligations are satisfied. Generally, our performance obligations are satisfied, control of our products is transferred and revenue is recognized at a single point in time, according to shipping terms. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. REPAIRS AND MAINTENANCE 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. 68 | CLF 2025 FORM 10-K Table of Contents INCOME TAXES 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. Any interest or penalties on income tax are recognized as a component of Income tax benefit (expense) . We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized within Income tax benefit (expense) in the period that includes the enactment date. We recognize income tax effects from accumulated other comprehensive income when individual assets or liabilities are sold, terminated, or extinguished. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial results of operations. 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. FOREIGN CURRENCY Our financial statements are prepared with the U.S. dollar as the reporting currency. Our functional currency is the U.S. dollar, with the exception of our Stelco and European subsidiaries, of which the functional currencies are the Canadian dollar and Euro, respectively. To the extent that the parent, or any subsidiaries of the parent, have monetary assets and liabilities, inclusive of short-term and certain long-term intercompany loans, recorded in a currency other than the foreign subsidiaries functional currency, these amounts are remeasured each reporting period, with the resulting gain or loss being included within Miscellaneous – net in the Statements of Consolidated Operations. Subsequently, the financial statements of foreign subsidiaries with a non-U.S. dollar functional currency are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for revenues, expenses, gains and losses. These translation adjustments are recorded to Accumulated other comprehensive income on the Statements of Consolidated Financial Position . EARNINGS PER SHARE We present both basic and diluted earnings per share amounts for continuing operations and discontinued operations. Total basic earnings per share amounts are calculated by dividing Net income (loss) attributable to Cliffs shareholders by the weighted average number of common shares outstanding during the period presented. Total diluted earnings per share amounts are calculated by dividing Net income (loss) attributable to Cliffs shareholders by the weighted average number of common shares and common share equivalents under stock plans using the treasury-stock method. Common share equivalents are excluded from EPS computations in the periods in which they have an anti-dilutive effect. VARIABLE INTEREST ENTITIES We assess whether we have a variable interest in legal entities in which we have a financial relationship and, if so, whether or not those entities are VIEs. A VIE is an entity with insufficient equity at risk for the entity to finance its activities without additional subordinated financial support or in which equity investors lack the characteristics of a controlling financial interest. If an entity is determined to be a VIE, we evaluate whether we are the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. We conclude that we are the primary beneficiary and consolidate the VIE if we have both (i) the power to direct the activities of the VIE that most significantly influence the VIE's economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. RECENT ACCOUNTING PRONOUNCEMENTS AND LEGISLATION ACCOUNTING PRONOUNCEMENTS - ISSUED AND ADOPTED In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This guidance requires additional annual and interim disclosures for income taxes. This new standard does not affect the recognition, measurement or financial statement presentation. 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. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new standard does not affect the recognition, measurement or financial statement presentation. However, this guidance does require additional annual and interim disclosures related to the disaggregation of various income statement expense captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. 69 | CLF 2025 FORM 10-K Table of Contents NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION INVENTORIES The following table presents the detail of our Inventories on the Statements of Consolidated Financial Position: December 31, (In millions) 2025 2024 Product inventories Finished and semi-finished goods $ 2,401 $ 2,393 Raw materials 1,848 2,208 Total product inventories 4,249 4,601 Manufacturing supplies and critical spares 523 493 Inventories $ 4,772 $ 5,094 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. 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. SUPPLY CHAIN FINANCE PROGRAMS We negotiate payment terms directly with our suppliers for the purchase of goods and services. We currently offer voluntary supply chain finance programs that enable our suppliers to sell their Company receivables to financial intermediaries, at the sole discretion of both the suppliers and financial intermediaries. No guarantees are provided by us or our subsidiaries under the supply chain finance programs. The supply chain finance programs allow our suppliers to be paid by the financial intermediaries earlier than the due date on the applicable invoice. Supply chain finance programs that extend terms or provide us an economic benefit are classified as short-term financings. As of December 31, 2025 and 2024, we had $ 28 million and $ 29 million, respectively, deemed as short-term financings that are classified in Other current liabilities . Additionally , as of December 31, 2025 and 2024, we had $ 73 million and $ 76 million, respectively, classified as Accounts payable . The following is a roll-forward of our obligations related to supply chain finance programs classified in Other current liabilities : (In millions) 2025 2024 Supply chain finance obligations as of January 1 $ 29 $ 21 Invoices confirmed during the year 212 230 Confirmed invoices paid during the year ( 213 ) ( 222 ) Supply chain finance obligations as of December 31 $ 28 $ 29 The following is a roll-forward of our obligations related to supply chain finance programs classified in Accounts payable : (In millions) 2025 2024 Supply chain finance obligations as of January 1 $ 76 $ 91 Invoices confirmed during the year 363 375 Confirmed invoices paid during the year ( 366 ) ( 390 ) Supply chain finance obligations as of December 31 $ 73 $ 76 70 | CLF 2025 FORM 10-K Table of Contents 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 Balance as of December 31, 2023 $ — $ — $ — $ — Costs incurred 1 82 49 79 210 Cash payments ( 26 ) ( 34 ) — ( 60 ) Non-cash — — ( 79 ) ( 79 ) Balance as of December 31, 2024 $ 56 $ 15 $ — $ 71 Costs incurred 2 59 32 39 130 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 within investing activities on the Statements of Consolidated Cash Flows. CASH FLOW INFORMATION A reconciliation of capital additions to cash paid for capital expenditures is as follows: Year Ended December 31, (In millions) 2025 2024 2023 Capital additions $ 680 $ 817 $ 785 Less: Non-cash accruals ( 41 ) ( 47 ) ( 13 ) Equipment financed with seller 73 72 59 Right-of-use assets - finance leases 87 97 93 Cash paid for capital expenditures including deposits $ 561 $ 695 $ 646 Additionally, included within Other investing activities on the Statements of Consolidated Cash Flows are grant reimbursements related to governmental funded capital projects. For the years ended December 31, 2025, 2024 and 2023, grant reimbursements were $ 12 million, $ 8 million and $ 13 million, respectively. Cash payments (receipts) for interest and income taxes are as follows: Year Ended December 31, (In millions) 2025 2024 2023 Income taxes paid $ 7 $ 17 $ 94 Income tax refunds ( 23 ) ( 47 ) ( 205 ) Interest paid on debt obligations net of capitalized interest 1 459 255 256 1 Capitalized interest was $ 15 million, $ 15 million and $ 12 million for the years ended December 31, 2025, 2024 and 2023, respectively. 71 | CLF 2025 FORM 10-K Table of Contents Other non-cash investing and financing activities are as follows: Year Ended December 31, (In millions) 2025 2024 2023 Fair value of common shares issued as part of consideration in connection with the Stelco Acquisition $ — $ 343 $ — NOTE 3 - ACQUISITIONS STELCO ACQUISITION OVERVIEW On November 1, 2024, pursuant to the Arrangement Agreement, we completed the Stelco Acquisition, in which we were the acquirer. 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. 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 $ 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. The fair value of the total purchase consideration was determined as follows: (In millions) Total cash consideration $ 2,450 Total share exchange consideration 343 Total debt consideration 415 Total purchase consideration $ 3,208 Total consideration shares are calculated as follows: Number of outstanding Stelco shares 54,448,388 Number of outstanding share-based compensation awards 2,516,415 Total consideration shares 56,964,803 Total estimated cash consideration is calculated as follows: Number of consideration shares 56,964,803 Consideration share price per share (CAD) $ 60.00 Total cash consideration (CAD) (in millions) 3,418 Exchange rate (November 1, 2024) 0.7168 Total cash consideration (USD) $ 2,450 The fair value of share exchange consideration is as follows: Number of consideration shares 56,964,803 Fixed share exchange factor 0.454 Total Cliffs exchange shares 25,862,021 Cliffs share price at closing date (November 1, 2024) $ 13.27 Total share exchange consideration (in millions) $ 343 The fair value of debt consideration includes outstanding obligations with preexisting change-in-control provisions requiring repayment at the time of closing. The debt consideration includes amounts repaid in connection with retiring Stelco's asset-based lending facility and inventory monetization arrangement. VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION 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 72 | CLF 2025 FORM 10-K Table of Contents 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 Accounts receivable 104 — 104 Inventories 726 ( 11 ) 715 Other current assets 107 ( 2 ) 105 Property, plant and equipment 1,286 ( 4 ) 1,282 Intangible assets 1,025 — 1,025 Other non-current assets 250 — 250 Accounts payable ( 212 ) — ( 212 ) Accrued employment costs ( 29 ) — ( 29 ) Accrued expenses ( 6 ) ( 1 ) ( 7 ) Other current liabilities ( 71 ) 3 ( 68 ) Pension and OPEB liability, non-current ( 14 ) — ( 14 ) Deferred income taxes ( 449 ) 10 ( 439 ) Asset retirement and environmental obligations ( 20 ) ( 19 ) ( 39 ) Other non-current liabilities ( 616 ) 8 ( 608 ) Net identifiable assets acquired 2,422 ( 16 ) 2,406 Goodwill 786 16 802 Total net assets acquired $ 3,208 $ — $ 3,208 The goodwill resulting from the Stelco Acquisition primarily represents the growth opportunities through diversification within our customer base across service centers, construction and other industrial end markets with higher volumes of spot sales, as well as any synergistic benefits to be realized from the Stelco Acquisition within our Steelmaking segment. Goodwill is not expected to be deductible for U.S. federal income tax purposes. The purchase price allocated to identifiable intangible assets acquired was: (In millions) Weighted Average Life (In years) Intangible assets: Customer relationships 953 15 Trade names and trademarks 72 15 Total identifiable intangible assets $ 1,025 15 PRO FORMA RESULTS 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, (In millions) 2024 2023 Revenues $ 20,874 $ 24,158 Net income (loss) attributable to Cliffs shareholders ( 629 ) 202 The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments, net of tax, that assume the Stelco Acquisition occurred on January 1, 2023. Significant non-recurring pro forma adjustments include the following: 1. The 2024 pro forma net loss was adjusted to exclude $ 23 million of non-recurring inventory acquisition accounting adjustments incurred during the year ended December 31, 2024. The 2023 pro forma net income was adjusted to include $ 23 million of non-recurring inventory acquisition accounting adjustments for the year ended December 31, 2023. 2. The 2024 pro forma net loss was adjusted to exclude $ 63 million of transaction costs incurred by Cliffs and Stelco in connection with the Stelco Acquisition for the year ended December 31, 2024. The 2023 pro forma net income was adjusted to include $ 63 million of transaction cost adjustments for the year ended December 31, 2023. 73 | CLF 2025 FORM 10-K Table of Contents 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 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 We generate our revenue through product sales, in which shipping terms indicate when we have fulfilled our performance obligations and transferred control of products to our customer. Our revenue transactions consist of a single performance obligation to transfer promised goods. Our contracts with customers define the mechanism for determining the sales price, which is generally fixed upon transfer of control, but the contracts generally do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions we receive from the customer. Spot market sales are made through purchase orders or other written instructions. We consider our performance obligation to be complete and recognize revenue when control transfers in accordance with shipping terms. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring product. We reduce the amount of revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets we serve. Sales taxes collected from customers are excluded from revenues. Revenue by market and product are presented net of intersegment revenues, which are entirely related to the Steelmaking segment. The following table represents our Revenues by market: Year Ended December 31, (In millions) 2025 2024 2023 Steelmaking: Automotive $ 5,047 $ 5,571 $ 7,440 Infrastructure and manufacturing 5,377 5,208 5,612 Distributors and converters 5,195 5,281 5,330 Steel producers 2,334 2,469 2,949 Total Steelmaking 17,953 18,529 21,331 Other Businesses: Automotive 537 540 545 Infrastructure and manufacturing 43 39 38 Distributors and converters 77 77 82 Total Other Businesses 657 656 665 Total revenues $ 18,610 $ 19,185 $ 21,996 The following table represents our Revenues by product line: Year Ended December 31, (In millions) 2025 2024 2023 Steelmaking: Hot-rolled steel $ 4,770 $ 4,276 $ 4,864 Cold-rolled steel 2,402 2,712 2,658 Coated steel 5,431 5,773 6,661 Stainless and electrical steel 1,748 1,807 2,281 Plate 1,079 1,119 1,444 Slab and other steel products 881 1,178 1,329 Other 1,642 1,664 2,094 Total Steelmaking 17,953 18,529 21,331 Other Businesses: Other 657 656 665 Total revenues $ 18,610 $ 19,185 $ 21,996 74 | CLF 2025 FORM 10-K Table of Contents NOTE 5 - SEGMENT REPORTING We are vertically integrated from mined raw materials and direct reduced iron and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. We are organized into four operating segments based on our differentiated products - Steelmaking, Tubular, Tooling and Stamping, and European Operations. We have one reportable segment - Steelmaking. The operating segment results of our Tubular, Tooling and Stamping, and European Operations that do not constitute reportable segments are combined and disclosed in the Other Businesses category. Our Steelmaking segment operates as a leading North America-based steel producer with focus on value-added sheet products, primarily serving the automotive, infrastructure and manufacturing, and distributors and converters markets. Our Other Businesses primarily include the operating segments that provide customer solutions with carbon and stainless steel tubing products, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components, and complex assemblies. All intersegment transactions were eliminated in consolidation. Corporate assets and capital additions are primarily related to and support the operations of the Steelmaking segment and therefore have been incorporated within the Steelmaking segment total assets and capital additions below. We allocate Corporate Selling, general and administrative expenses to our operating segments. Our CODM, Lourenco Goncalves, Chairman, President and CEO, evaluates performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure. This measure is used by our CODM, management, investors, lenders and other external users of our financial statements to assess our operating performance and to compare operating performance to other companies in the steel industry. 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. 75 | CLF 2025 FORM 10-K Table of Contents The following tables provide our results by segment as well as a reconciliation from consolidated Adjusted EBITDA to our consolidated Net income (loss) : Year Ended December 31, 2025 (In millions) Steelmaking Other Businesses Eliminations Total Revenues $ 18,063 $ 657 $ ( 110 ) $ 18,610 Cost of goods sold ( 18,972 ) ( 608 ) 110 ( 19,470 ) Selling, general and administrative expenses ( 515 ) ( 28 ) — ( 543 ) Net periodic benefit credits other than service cost component 223 — — 223 Excluding depreciation, depletion and amortization 1,204 31 — 1,235 Other segment items 1 ( 19 ) 1 — ( 18 ) Total Adjusted EBITDA $ ( 16 ) $ 53 $ — $ 37 Interest expense, net $ ( 594 ) Income tax benefit 581 Depreciation, depletion and amortization ( 1,235 ) EBITDA from noncontrolling interests 2 76 Idled facilities charges ( 239 ) Changes in fair value of derivatives, net ( 45 ) Currency exchange 37 Severance ( 25 ) Loss on extinguishment of debt ( 10 ) 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 ) Net loss $ ( 1,428 ) Capital additions $ 670 $ 10 $ — $ 680 Assets $ 19,416 $ 596 $ — $ 20,012 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. 76 | CLF 2025 FORM 10-K Table of Contents Year Ended December 31, 2024 (In millions) Steelmaking Other Businesses Eliminations Total Revenues $ 18,620 $ 656 $ ( 91 ) $ 19,185 Cost of goods sold ( 18,612 ) ( 606 ) 96 ( 19,122 ) Selling, general and administrative expenses ( 457 ) ( 29 ) — ( 486 ) Net periodic benefit credits other than service cost component 247 — — 247 Excluding depreciation, depletion and amortization 919 32 — 951 Other segment items 1 ( 2 ) — — ( 2 ) Total Adjusted EBITDA $ 715 $ 53 $ 5 $ 773 Interest expense, net $ ( 370 ) Income tax benefit 236 Depreciation, depletion and amortization ( 951 ) EBITDA from noncontrolling interests 2 76 Idled facilities charges ( 217 ) Changes in fair value of derivatives, net ( 41 ) Currency exchange ( 20 ) Severance ( 16 ) Loss on extinguishment of debt ( 27 ) Loss on disposal of assets ( 16 ) Amortization of inventory step-up ( 26 ) Acquisition-related costs ( 44 ) Arbitration decision ( 71 ) Net loss $ ( 714 ) Capital additions $ 812 $ 5 $ — $ 817 Assets $ 20,327 $ 620 $ — $ 20,947 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. 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. 77 | CLF 2025 FORM 10-K Table of Contents Year Ended December 31, 2023 (In millions) Steelmaking Other Businesses Eliminations Total Revenues $ 21,413 $ 665 $ ( 82 ) $ 21,996 Cost of goods sold ( 20,073 ) ( 627 ) 77 ( 20,623 ) Selling, general and administrative expenses ( 549 ) ( 28 ) — ( 577 ) Net periodic benefit credits other than service cost component 204 — — 204 Excluding depreciation, depletion and amortization 938 35 — 973 Other segment items 1 ( 78 ) ( 2 ) — ( 80 ) Total Adjusted EBITDA $ 1,855 $ 43 $ ( 5 ) $ 1,893 Interest expense, net $ ( 289 ) Income tax expense ( 144 ) Depreciation, depletion and amortization ( 973 ) EBITDA from noncontrolling interests 2 83 Severance ( 11 ) Gain on sale of business 28 Loss on disposal of assets ( 15 ) Acquisition-related costs ( 12 ) Goodwill impairment ( 125 ) Other, net 1 Net income $ 436 Capital additions $ 782 $ 3 $ — $ 785 Assets $ 16,880 $ 657 $ — $ 17,537 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 $ 51 million and the exclusion of depreciation, depletion, and amortization of $ 32 million. Included in the consolidated financial statements are the following amounts relating to geographic location based on product destination: Year Ended December 31, (In millions) 2025 2024 2023 Revenues: United States $ 15,887 $ 17,340 $ 20,000 Canada 2,071 1,067 1,046 Other countries 652 778 950 Total revenues $ 18,610 $ 19,185 $ 21,996 Property, plant and equipment, net: United States $ 8,173 $ 8,622 $ 8,816 Canada 1,307 1,319 78 Other countries 1 1 1 Total property, plant and equipment, net $ 9,481 $ 9,942 $ 8,895 78 | CLF 2025 FORM 10-K Table of Contents NOTE 6 - PROPERTY, PLANT AND EQUIPMENT The following table indicates the carrying value of each of the major classes of our depreciable assets: December 31, (In millions) 2025 2024 Land, land improvements and mineral rights $ 1,463 $ 1,451 Buildings 1,205 1,104 Equipment 11,630 11,119 Other 357 349 Construction in progress 655 728 Total property, plant and equipment 1 15,310 14,751 Allowance for depreciation and depletion ( 5,829 ) ( 4,809 ) Property, plant and equipment, net $ 9,481 $ 9,942 1 Includes right-of-use assets related to finance leases of $ 576 million and $ 505 million as of December 31, 2025 and 2024, respectively. We recorded depreciation expense of $ 1,145 million, $ 903 million and $ 932 million for the years ended December 31, 2025, 2024 and 2023, respectively. 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: December 31, (In millions) 2025 2024 Mineral rights: Cost $ 783 $ 783 Depletion ( 301 ) ( 287 ) Net mineral rights $ 482 $ 496 Land rights $ 457 $ 467 We recorded depletion expense of $ 14 million, $ 29 million and $ 33 million for the years ended December 31, 2025, 2024 and 2023, respectively. NOTE 7 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES GOODWILL 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. 79 | CLF 2025 FORM 10-K Table of Contents INTANGIBLE ASSETS AND LIABILITIES The following is a summary of our intangible assets and liabilities: December 31, 2025 December 31, 2024 (In millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Intangible assets 1 : Customer relationships $ 1,058 $ ( 104 ) $ 954 $ 1,015 $ ( 34 ) $ 981 Developed technology 60 ( 21 ) 39 60 ( 17 ) 43 Trade names and trademarks 91 ( 14 ) 77 87 ( 8 ) 79 Mining permits 72 ( 30 ) 42 72 ( 29 ) 43 Supplier relationships 29 ( 6 ) 23 29 ( 5 ) 24 Total intangible assets $ 1,310 $ ( 175 ) $ 1,135 $ 1,263 $ ( 93 ) $ 1,170 Intangible liabilities 2 : Above-market supply contracts $ ( 71 ) $ 35 $ ( 36 ) $ ( 71 ) $ 30 $ ( 41 ) 1 Amortization related to mining permits is recognized in Cost of goods sold . Amortization of all other intangible assets is recognized in Selling, general and administrative expenses . 2 Intangible liabilities are classified as Other non-current liabilities . Amortization of all intangible liabilities is recognized in Cost of goods sold . Amortization expense related to Intangible assets was $ 81 million and $ 24 million for the years ended December 31, 2025 and 2024, respectively. Estimated future amortization expense related to intangible assets is $ 82 million annually for the years 2026 through 2030. Income from amortization related to intangible liabilities was $ 5 million for both the years ended December 31, 2025 and 2024. 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, 2025, compared to December 31, 2024, is due to fluctuation in foreign currency exchange rates. 80 | CLF 2025 FORM 10-K Table of Contents NOTE 8 - DEBT AND CREDIT FACILITIES The following represents a summary of our long-term debt: (In Millions) Debt Instrument Issuer 1 Annual Effective Interest Rate December 31, 2025 December 31, 2024 Senior Unsecured Notes: 7.000 % 2027 Senior Notes Cliffs 9.240 % $ — $ 73 7.000 % 2027 AK Senior Notes AK Steel 9.240 % — 56 5.875 % 2027 Senior Notes Cliffs 6.490 % — 556 4.625 % 2029 Senior Notes Cliffs 4.625 % 368 368 6.875 % 2029 Senior Notes Cliffs 6.875 % 900 900 6.750 % 2030 Senior Notes Cliffs 6.750 % 750 750 4.875 % 2031 Senior Notes Cliffs 4.875 % 325 325 7.500 % 2031 Senior Notes Cliffs 7.500 % 850 — 7.000 % 2032 Senior Notes Cliffs 7.054 % 1,425 1,425 7.375 % 2033 Senior Notes 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 Variable 3 452 1,560 Total debt 7,330 7,148 Unamortized discounts and issuance costs ( 77 ) ( 83 ) Total long-term debt $ 7,253 $ 7,065 1 Unless otherwise noted, references in this column and throughout this NOTE 8 - DEBT AND CREDIT FACILITIES to "Cliffs" are to Cleveland-Cliffs Inc., and references to "AK Steel" are to AK Steel Corporation (n/k/a Cleveland-Cliffs Steel Corporation). 2 Refers to Cleveland-Cliffs Inc. as borrower under our ABL Facility. 3 Our ABL Facility annual effective interest rate was 5.327 % as of December 31, 2025. OUTSTANDING SENIOR UNSECURED NOTES CLEVELAND-CLIFFS INC. 7.625% 2034 SENIOR NOTES - 2025 OFFERING 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. 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. The 7.625% 2034 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries. The 7.625% 2034 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.625% 2034 Senior Notes. 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 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. In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.625% 2034 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 7.625% 2034 Senior Notes contain certain customary covenants; however, there are no financial covenants. 81 | CLF 2025 FORM 10-K Table of Contents CLEVELAND-CLIFFS INC. 7.500% 2031 SENIOR NOTES - 2025 OFFERING 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 7.500 % 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. The 7.500% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries. The 7.500% 2031 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.500% 2031 Senior Notes. 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 7.500% 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. In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.500% 2031 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 7.500% 2031 Senior Notes contain certain customary covenants; however, there are no financial covenants. CLEVELAND-CLIFFS INC. OTHER OUTSTANDING UNSECURED SENIOR NOTES The following represents a summary of our other unsecured senior notes' maturity and interest payable due dates: Debt Instrument Maturity Interest Payable (until maturity) 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 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 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 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. 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. 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. 82 | CLF 2025 FORM 10-K Table of Contents 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. We may also redeem up to 35 % of the aggregate principal amount of the 6.750% 2030 Senior Notes prior to April 15, 2026 at a redemption price equal to 106.750 % of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 6.750% 2030 Senior Notes are redeemable beginning on April 15, 2026, at a redemption price equal to 103.375 % of the principal amount thereof, decreasing to 101.688 % on April 15, 2027, and are redeemable at par beginning on April 15, 2028. In each case, we pay the applicable redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The 4.875 % 2031 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 4.875% 2031 Senior Notes are redeemable prior to March 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 4.875% 2031 Senior Notes prior to March 1, 2026 at a redemption price equal to 104.875 % of the principal amount thereof with the net cash proceeds of one or more equity offerings. The 4.875% 2031 Senior Notes are redeemable beginning on March 1, 2026, at a redemption price equal to 102.438 % of the principal amount thereof, decreasing to 101.625 % on March 1, 2027, and 100.813 % on March 1, 2028, and are redeemable at par beginning on March 1, 2029. 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 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 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 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. 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. 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. The 6.250% 2040 Senior Notes are redeemable at a redemption price equal to the greater of (1) 100 % of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed, discounted to the redemption date on a semi-annual basis at the treasury rate plus 40 basis points, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. In addition, if a change of control triggering event, as defined in the applicable indenture, occurs with respect to the unsecured notes, we will be required to offer to purchase the notes of the applicable series at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. The terms of the unsecured notes contain certain customary covenants; however, there are no financial covenants. ABL FACILITY 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 83 | CLF 2025 FORM 10-K Table of Contents 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. The maturity date of the ABL Facility remains the earlier of June 9, 2028, or 91 days prior to the maturity of certain other material debt. The ABL Facility and certain bank products and hedge obligations are guaranteed by certain of our existing wholly owned U.S. subsidiaries and are required to be guaranteed by certain of our future U.S. subsidiaries. Amounts outstanding under the ABL Facility are secured by (i) a first-priority security interest in the accounts receivable and other rights to payment, inventory, as-extracted collateral, certain investment property, deposit accounts, securities accounts, certain general intangibles and commercial tort claims, certain mobile equipment, commodities accounts and other related assets of ours, the other borrowers and the guarantors, and proceeds and products of each of the foregoing (collectively, the “ABL Collateral”) and (ii) a second-priority security interest in substantially all of our assets and the assets of the other borrowers and the guarantors other than the ABL Collateral. The ABL Facility contains customary representations and warranties and affirmative and negative covenants including, among others, covenants regarding the maintenance of certain financial ratios if certain conditions are triggered, covenants relating to financial reporting, covenants relating to the payment of dividends on, or purchase or redemption of, our capital stock, covenants relating to the incurrence or prepayment of certain debt, covenants relating to the incurrence of liens or encumbrances, covenants relating to compliance with laws, covenants relating to transactions with affiliates, covenants relating to mergers and sales of all or substantially all of our assets and limitations on changes in the nature of our business. As of December 31, 2025 and 2024, we were in compliance with the ABL Facility liquidity requirements and, therefore, the springing financial covenant requiring a minimum fixed charge coverage ratio of 1.0 to 1.0 was not applicable. The ABL Facility provides for customary events of default, including, among other things, the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been materially incorrect when made, failure to perform or observe certain covenants within a specified period of time, a cross-default to certain material indebtedness, the bankruptcy or insolvency of the Company and certain of its subsidiaries, monetary judgment defaults of a specified amount, invalidity of any loan documentation, a change of control of the Company, and ERISA defaults resulting in liability of a specified amount. If an event of default exists (beyond any applicable grace or cure period), the administrative agent may, and at the direction of the requisite number of lenders shall, declare all amounts owing under the ABL Facility immediately due and payable, terminate such lenders’ commitments to make loans under the ABL Facility and/or exercise any and all remedies and other rights under the ABL Facility. For certain events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable. The following represents a summary of our borrowing capacity under the ABL Facility: December 31, (In millions) 2025 Available borrowing base on ABL Facility 1 $ 3,730 Borrowings ( 452 ) Letter of credit obligations 2 ( 65 ) Borrowing capacity available $ 3,213 1 As of December 31, 2025, the ABL Facility has a maximum borrowing base of $ 4.75 billion. The available borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. 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. DEBT EXTINGUISHMENTS 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. MATURITIES 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 84 | CLF 2025 FORM 10-K Table of Contents NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS We offer benefits through defined benefit pension plans, defined contribution pension plans and OPEB plans to a significant portion of our employees and retirees. Benefits are also provided through multiemployer plans for certain union members. DEFINED BENEFIT PENSION PLANS The defined benefit pension plans are largely noncontributory and limited in participation. Most plans are closed to new participants with only the legacy iron ore hourly and salaried plans still open. The pension benefit calculations vary by plan but are generally based on employees' years of service and compensation or a fixed rate and years of service. Certain salaried plans calculate benefits using a cash balance formula, which earns interest credits and allocations based on a percent of pay. OPEB PLANS We offer postretirement health care and life insurance benefits to retirees through various funded and unfunded plans. The vast majority of our plans are closed to new participants. In lieu of retiree medical coverage, many union-represented employees receive a 401(k) contribution per hour worked to a restricted Retiree Health Care Account. Cost sharing features between the employer and retiree vary by plan and several plans include employer caps. Retiree healthcare coverage is provided through programs administered by insurance companies whose charges are based on benefits paid. Certain labor agreements require the funding of VEBAs, which, depending on funding levels, may be used to reimburse the employer for paid benefits. 85 | CLF 2025 FORM 10-K Table of Contents OBLIGATIONS AND FUNDED STATUS The following tables and information provide additional disclosures: (In millions) Pension Benefits OPEB Change in benefit obligations: 2025 2024 2025 2024 Benefit obligations — beginning of year $ 4,248 $ 4,571 $ 1,147 $ 1,036 Service cost 28 28 8 8 Interest cost 210 218 58 50 Plan amendments — — 3 7 Actuarial loss (gain) 78 ( 165 ) 181 162 Benefits paid ( 435 ) ( 429 ) ( 161 ) ( 155 ) Participant contributions — — 33 36 Acquired through business combinations — 35 — — Effect of settlement — ( 9 ) — — Special termination benefits — — 7 2 Other 2 ( 1 ) 1 1 Benefit obligations — end of year $ 4,131 $ 4,248 $ 1,277 $ 1,147 Change in plan assets: Fair value of plan assets — beginning of year $ 4,237 $ 4,282 $ 742 $ 739 Actual return on plan assets 475 254 63 46 Participant contributions — — 33 36 Employer contributions 68 119 86 76 Benefits paid ( 435 ) ( 429 ) ( 161 ) ( 155 ) Acquired through business combinations — 21 — — Effect of settlement — ( 9 ) — — Other 1 ( 1 ) — — Fair value of plan assets — end of year $ 4,346 $ 4,237 $ 763 $ 742 Funded status $ 215 $ ( 11 ) $ ( 514 ) $ ( 405 ) Amounts recognized in Statements of Financial Position: Non-current assets $ 287 $ 239 $ 182 $ 188 Current liabilities 1 ( 14 ) ( 7 ) ( 99 ) ( 85 ) Non-current liabilities ( 58 ) ( 243 ) ( 597 ) ( 508 ) Total amount recognized $ 215 $ ( 11 ) $ ( 514 ) $ ( 405 ) Amounts recognized in accumulated other comprehensive loss (income): Net actuarial gain $ ( 472 ) $ ( 400 ) $ ( 1,426 ) $ ( 1,720 ) Prior service cost (credit) 72 89 ( 92 ) ( 109 ) Net amount recognized $ ( 400 ) $ ( 311 ) $ ( 1,518 ) $ ( 1,829 ) 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 $ 4,120 million and $ 4,236 million as of December 31, 2025 and 2024, respectively. 86 | CLF 2025 FORM 10-K Table of Contents COMPONENTS OF NET PERIODIC BENEFIT COST (CREDIT) Pension Benefits OPEB (In millions) 2025 2024 2023 2025 2024 2023 Service cost $ 28 $ 28 $ 31 $ 8 $ 8 $ 10 Interest cost 210 218 235 58 50 64 Expected return on plan assets ( 317 ) ( 320 ) ( 315 ) ( 43 ) ( 43 ) ( 43 ) Amortization: Net actuarial loss (gain) ( 8 ) ( 1 ) 3 ( 134 ) ( 154 ) ( 145 ) Prior service costs (credits) 17 18 18 ( 13 ) ( 15 ) ( 17 ) Settlements and special termination benefits — ( 2 ) ( 4 ) 7 2 — Net periodic benefit cost (credit) $ ( 70 ) $ ( 59 ) $ ( 32 ) $ ( 117 ) $ ( 152 ) $ ( 131 ) For 2026, we estimate net periodic benefit cost (credit) as follows: (In millions) Defined benefit pension plans $ ( 118 ) OPEB plans ( 104 ) Total $ ( 222 ) COMPONENTS OF OTHER COMPREHENSIVE LOSS (INCOME) The following includes details on the significant actuarial losses (gains) impacting the benefit obligation and other components of other comprehensive loss (income): Pension Benefits OPEB (In millions) 2025 2024 2025 2024 Discount rates $ 109 $ ( 146 ) $ 34 $ ( 43 ) Demographic updates 22 ( 14 ) 23 26 Mortality ( 50 ) — — — Per capita healthcare costs and healthcare trend 1 — — 124 179 Other ( 3 ) ( 5 ) — — Actuarial loss (gain) on benefit obligation 78 ( 165 ) 181 162 Actual returns on assets under (over) expected ( 158 ) 67 ( 20 ) ( 3 ) Amortization of net actuarial gain (loss) 8 1 134 154 Amortization of prior service credits (costs) ( 17 ) ( 18 ) 13 15 Settlements — 2 — — Plan amendments — — 3 7 Total recognized in other comprehensive loss (income) $ ( 89 ) $ ( 113 ) $ 311 $ 335 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. 87 | CLF 2025 FORM 10-K Table of Contents CONTRIBUTIONS We make both required and discretionary pension contributions. Required contributions are based on minimum funding requirements pursuant to ERISA regulations. Funded OPEB plans are not subject to minimum regulatory funding requirements, but rather amounts are contributed pursuant to bargaining agreements. Contributions toward unfunded OPEB plans are payments made directly from corporate assets and are displayed net of participant contributions and other reimbursements. Company contributions and payments we expect to make in 2026, and made in 2025 and 2024 are as follows: Pension Benefits OPEB (In millions) VEBA 1 Direct Payments Total 2024 $ 119 $ — $ 76 $ 76 2025 68 — 86 86 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 as of December 31, 2025). Certain agreements with plans holding VEBA assets have capped healthcare costs. For the Cleveland-Cliffs Steel LLC VEBA, we are required to make contributions based on earnings, and we may withdraw money from the VEBA plan to the extent funds are available for costs in excess of the cap. VEBA withdrawals are represented net of direct payments. There will be no further contributions to the Cleveland-Cliffs Steel LLC VEBA based on earnings for the remainder of the labor agreement with the USW, which expires in September 2026. ESTIMATED FUTURE BENEFIT PAYMENTS (In millions) Pension Benefits OPEB 1 2026 $ 466 $ 128 2027 420 124 2028 403 120 2029 380 114 2030 364 110 2031-2035 1,577 492 1 OPEB benefit payments are displayed net of participant contributions. ASSUMPTIONS The discount rates used to measure plan liabilities as of the December 31 measurement date are determined individually for each plan. The discount rates are determined by matching the projected cash flows used to determine the plan liabilities to a projected yield curve of high-quality corporate bonds available at the measurement date. Discount rates for expense are calculated using the granular approach for each plan. We use company-specific base mortality tables for healthy annuitants in qualified pension plans. We use tables issued by the Society of Actuaries for non-annuitants in qualified pension plans, all nonqualified pension participants and OPEB participants. For tables issued by the Society of Actuaries, we use Pri-2012 mortality tables with adjustments for blue collar, white collar or no collar depending on the plan. Mortality is projected for all plans using Scale MP-2021 with generational projection for both years. In 2025, no changes have been made to the plans' mortality tables. The following represents weighted-average assumptions used to determine benefit obligations: Pension Benefits OPEB December 31, December 31, 2025 2024 2025 2024 Discount rate 5.18 % 5.55 % 5.22 % 5.59 % Interest crediting rate 5.61 5.58 N/A N/A Compensation rate increase 3.00 3.00 N/A N/A 88 | CLF 2025 FORM 10-K Table of Contents The following represents weighted-average assumptions used to determine net benefit cost: Pension Benefits OPEB December 31, December 31, 2025 2024 2023 2025 2024 2023 Obligation discount rate 5.56 % 5.08 % 5.47 % 5.59 % 5.15 % 5.52 % Service cost discount rate 5.80 5.29 5.61 5.83 5.28 5.65 Interest cost discount rate 5.26 5.05 5.34 5.28 5.08 5.38 Interest crediting rate 5.58 5.46 5.46 N/A N/A N/A Expected return on plan assets 7.85 7.85 7.66 5.89 5.95 5.87 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: December 31, 2025 2024 Health care cost trend rate assumed for next year 1 7.00 % 11.43 % Ultimate health care cost trend rate 4.50 % 4.50 % Year that the ultimate rate is reached 2036 2032 1 The health care trend rate is weighted for all of our OPEB plans and factors in our Medicare Advantage Prescription Drug pricing arrangements. 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. PLAN ASSETS 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. The asset allocations are tailored to each individual plan and are determined by analyzing each plan's duration of benefit obligations, funded status and risk profile. Our investment strategy utilizes a broad mix of equity, fixed income and alternative investments to generate returns and manage risk. Equity investments are diversified across large-cap, mid-cap and small-cap companies located in the U.S. and worldwide, with a bias towards U.S. companies. Fixed income investments primarily include corporate bonds and government debt securities, which are generally customized based on a plan's obligation duration. Certain plans have strategies that invest in fixed income funds that hold hedging investment products which are designed to protect the fund's funded status. To enhance our diversification, we also invest in hedge funds, private equity, structured credit and real estate. We review investment performance, asset allocations and policy compliance on a quarterly basis. The expected return on plan assets is calculated on a plan-by-plan basis and take into account each plan's strategic asset allocation. The calculation of rates by asset class are based primarily on our future expected returns and take into consideration the duration of the cash flows, active management and fees. Assets for OPEB plans include VEBA trusts pursuant to bargaining agreements that are available to fund retired employees’ life insurance obligations and medical benefits. The following table reflects the actual asset allocations for pension and VEBA assets as of December 31, 2025 and 2024, as well as the 2026 weighted average target asset allocations: Pension Assets VEBA Assets Asset Category 2026 Target Allocation Actual Asset Allocation as of December 31, 2026 Target Allocation Actual Asset Allocation as of December 31, 2025 2024 2025 2024 Equity securities 34.2 % 34.5 % 32.7 % 17.2 % 18.9 % 17.6 % Fixed income 40.6 39.0 38.9 78.4 76.0 76.6 Hedge funds 9.4 9.8 9.6 1.0 1.4 1.2 Private equity 3.3 3.3 3.6 — — — Structured credit 2.5 3.2 4.0 0.3 0.3 0.5 Real estate 10.0 10.2 11.2 3.1 3.4 4.1 Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 89 | CLF 2025 FORM 10-K Table of Contents FAIR VALUE MEASUREMENTS Investments classified as Level 1 primarily include equity investments and fixed income mutual funds that are based on observable quoted market prices on an active exchange. Fixed income investments classified as Level 2 include 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. Certain investments in hedge funds, private equity, structured credit and real estate are classified as Level 3 due to the absence of quoted market prices and inherent lack of liquidity. These investments are generally valued at estimated fair value based on financial inputs from our investment advisors, investment managers or third party appraisers. Certain Level 3 investments may be lagged up to three months if there are no financial inputs available. Investment commitments are made in private equity funds and capital calls are made over the life of the funds to fund the commitments. As of December 31, 2025, remaining commitments for our private equity investments total $ 47 million for our pension and OPEB plans. Committed amounts are funded from plan assets when capital calls are made. As a practical expedient, in accordance with ASC 820-10, certain investments that are measured at fair value using the NAV per share have not been classified in the fair value hierarchy below. NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by its number of shares outstanding. The fair value of our pension assets by asset category is as follows: (In millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments Measured at Net Asset Value Total Asset Category 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Equity securities: U.S. equities $ 861 $ 816 $ — $ — $ — $ — $ — $ — $ 861 $ 816 Global equities 555 501 — — — — 85 69 640 570 Fixed income: U.S. government securities 1 41 32 526 577 — — 212 146 779 755 U.S. corporate bonds 616 583 — — — — 110 115 726 698 Non U.S. and other bonds 10 9 — — — — 179 185 189 194 Hedge funds — — — — 144 128 282 280 426 408 Private equity — — — — 145 151 — — 145 151 Structured credit — — — — 139 171 — — 139 171 Real estate — — — — 191 242 250 232 441 474 Total $ 2,083 $ 1,941 $ 526 $ 577 $ 619 $ 692 $ 1,118 $ 1,027 $ 4,346 $ 4,237 1 Includes cash equivalents. 90 | CLF 2025 FORM 10-K Table of Contents The fair value of our VEBA assets by asset category is as follows: (In millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Investments Measured at Net Asset Value Total Asset Category 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 Equity securities: U.S. equities $ 108 $ 99 $ — $ — $ — $ — $ — $ — $ 108 $ 99 Global equities 3 3 — — — — 33 28 36 31 Fixed income: U.S. government securities 1 134 130 26 50 — — 76 44 236 224 U.S. corporate bonds 98 216 71 74 — — 34 52 203 342 Non U.S. and other bonds 66 2 — — — — 75 — 141 2 Hedge funds — — — — 11 10 — — 11 10 Structured credit — — — — 2 4 — — 2 4 Real estate — — — — 2 5 24 25 26 30 Total $ 409 $ 450 $ 97 $ 124 $ 15 $ 19 $ 242 $ 149 $ 763 $ 742 1 Includes cash equivalents. The following represents the fair value measurements of changes in plan assets using significant unobservable inputs (Level 3): Pension Assets VEBA Assets (In millions) 2025 2024 2025 2024 Beginning balance — January 1 $ 692 $ 770 $ 19 $ 27 Actual return on plan assets: Relating to assets still held at the reporting date 18 18 1 1 Relating to assets sold during the period 12 7 1 — Purchases 13 31 — — Sales ( 116 ) ( 134 ) ( 6 ) ( 9 ) Ending balance — December 31 $ 619 $ 692 $ 15 $ 19 DEFINED CONTRIBUTION PLANS Most employees are eligible to participate in various defined contribution plans. Certain of these plans have features with matching contributions or other Company contributions based on our financial results. Company contributions to these plans are expensed as incurred. Total expense from these plans was $ 59 million, $ 63 million and $ 59 million in 2025, 2024 and 2023, respectively. MULTlEMPLOYER PLANS We contribute to multiemployer pension plans according to collective bargaining agreements that cover certain union-represented employees. The risks of participating in these multiemployer plans are different from the risks of participating in single-employer pension plans in the following respects: • Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to a multiemployer plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the multiemployer plan becomes significantly underfunded or is unable to pay its benefits, we may be required to contribute additional amounts in excess of the rate required by the collective bargaining agreements. • If we choose to stop participating in a multiemployer plan, we may be required to pay that plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. 91 | CLF 2025 FORM 10-K Table of Contents Information with respect to multiemployer plans in which we participate follows: Pension Fund EIN/Pension Plan Number Pension Protection Act Zone Status 1 FIP/RP Status Pending/Implemented 2 Contributions (in millions) Surcharge Imposed 3 Expiration Date of Collective Bargaining Agreement 4 2025 2024 2025 2024 2023 Steelworkers Pension Trust 23-6648508/ 499 Green Green No $ 112 $ 117 $ 119 No 9/1/2026 to 7/31/2029 IAM National Pension Fund’s National Pension Plan 51-6031295/ 002 Red Red Yes 22 22 23 Yes 5/15/2027 to 6/30/2028 Other Plans 5 1 1 1 Total $ 135 $ 140 $ 143 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. Generally, plans in the red zone are less than 65% funded, plans in the yellow zone are between 65% and 80% funded, and plans in the green zone are at least 80% funded. The IAM National Pension Fund's National Pension Plan voluntarily elected to place itself in the "Red Zone" in April 2019 and has implemented a rehabilitation plan to address its underfunded status. Additional contributions will be required as part of the rehabilitation plan until the plan exits the "Red Zone". 2 The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented, as defined by ERISA. 3 The surcharge represents an additional required contribution due as a result of the critical funding status of the plan. 4 We are party to six collective bargaining agreements that require contributions to the Steelworkers Pension Trust and three collective bargaining agreements that require contributions to the IAM National Pension Fund's National Pension Plan. 5 Plans that are not individually significant to our Company are presented in aggregate. We are one of the largest contributors to the Steelworkers Pension Trust. Our contributions exceeded 5% of total combined contributions in 2025 and 2024. As of January 1, 2025 (the last date for which we have information), the Steelworkers Pension Trust had a total actuarial liability of $ 6,815 million and assets with a market value of $ 6,868 million, for a funded ratio of about 101 %. NOTE 10 - STOCK 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. As of December 31, 2025, there were 17.0 million remaining shares available for grant under the 2021 Equity Plan. No additional grants were issued from the A&R 2015 Equity Plan after the date of approval of the 2021 Equity Plan; however, all awards previously granted under predecessor plans will continue in accordance with the terms of the outstanding awards. Upon vesting of share-based compensation awards, we issue shares from treasury shares before issuing new shares. Forfeitures are recognized when they occur. STOCK-BASED COMPENSATION EXPENSE The following table summarizes the total compensation expense recognized for stock-based compensation awards: Year Ended December 31, (In millions, except per share amounts) 2025 2024 2023 Cost of goods sold $ ( 11 ) $ ( 11 ) $ ( 9 ) Selling, general and administrative expenses ( 46 ) ( 39 ) ( 32 ) Stock based compensation expense ( 57 ) ( 50 ) ( 41 ) Income tax benefit 14 13 10 Stock based compensation expense, net of tax $ ( 43 ) $ ( 37 ) $ ( 31 ) Decrease in basic earnings per common share $ ( 0.08 ) $ ( 0.08 ) $ ( 0.06 ) 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 $ 62 million as of December 31, 2025. This expense is expected to be recognized over the remaining weighted-average period of 1.7 years. 92 | CLF 2025 FORM 10-K Table of Contents PERFORMANCE SHARES The following table summarizes the performance award activity: 2025 2024 2023 (Shares in millions) Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Outstanding at beginning of year 3.0 $ 30.33 2.5 $ 29.09 2.7 $ 18.53 Granted 2.1 19.76 1.2 30.36 1.1 31.88 Distributed — — ( 0.5 ) 25.12 ( 1.8 ) 6.50 Performance adjustment ( 0.9 ) 28.46 ( 0.1 ) 25.12 0.7 6.43 Forfeited/canceled ( 0.3 ) 23.70 ( 0.1 ) 30.57 ( 0.2 ) 28.65 Outstanding at end of year 3.9 $ 25.71 3.0 $ 30.33 2.5 $ 29.09 The outstanding performance shares vest over a period of three years and are intended to be paid out in common shares. Performance is measured on the basis of relative TSR for the period and measured against the constituents of the S&P Metals and Mining ETF Index. The number of shares actually earned at the end of the three-year period will vary, based on performance, from 0 % to 200 % of the number of performance shares granted. We value our performance shares using a Monte Carlo simulation on the grant date. A correlation matrix of historical and projected stock prices was developed for both the Company and its predetermined peer group of metals and mining companies. The fair value assumes that the performance objective will be achieved. The expected term of the grant represents the time from the grant date to the end of the service period. We estimate the volatility of our common shares and that of the peer group of metals and mining companies using daily price intervals for all companies. The risk-free interest rate is the rate at the grant date on zero-coupon government bonds, with a term commensurate with the remaining performance period. RESTRICTED STOCK UNITS The following table summarizes the restricted stock units activity: 2025 2024 2023 (Shares in millions) Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Outstanding at beginning of year 3.1 $ 19.40 2.5 $ 18.87 2.4 $ 13.66 Granted 2.6 11.85 1.2 19.54 1.2 19.30 Distributed ( 0.9 ) 19.24 ( 0.6 ) 17.55 ( 0.9 ) 5.99 Forfeited/canceled ( 0.4 ) 14.54 — 19.62 ( 0.2 ) 19.84 Outstanding at end of year 4.4 $ 15.38 3.1 $ 19.40 2.5 $ 18.87 We value our restricted stock units using the closing price of our common shares on the grant date. All of the outstanding restricted stock units are subject to continued employment, are retention based, and are payable in common shares or cash in certain circumstances at a time determined by the Compensation Committee at its discretion. Most restricted stock units were granted under three-year cliff vesting terms. 93 | CLF 2025 FORM 10-K Table of Contents STOCK OPTIONS The following table summarizes the stock option activity: 2025 2024 2023 (Shares in millions) Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price Outstanding at beginning of year 0.2 $ 11.77 0.5 $ 9.59 0.6 $ 10.39 Exercised — 8.18 ( 0.3 ) 7.79 ( 0.1 ) 10.22 Forfeited/canceled — 13.48 — 20.11 — 21.05 Outstanding at end of year 0.2 $ 11.86 0.2 $ 11.77 0.5 $ 9.59 Exercisable at end of year 0.2 $ 11.86 0.2 $ 11.77 0.5 $ 9.59 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 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. NONEMPLOYEE DIRECTORS Our nonemployee directors are entitled to receive restricted share awards under the Directors’ Plan. For 2025, 2024 and 2023, nonemployee directors were granted a specified number of restricted shares, with a value equal to $ 140,000 in each year. The number of shares is based on the closing price of our common shares on the grant date. The restricted share awards issued under the Directors' Plan generally vest 12 months from the grant date. The awards are subject to any deferral election and the terms of the Directors’ Plan and an award agreement. NOTE 11 - INCOME TAXES Income (loss) from continuing operations before income taxes includes the following components: Year Ended December 31, (In millions) 2025 2024 2023 United States $ ( 1,546 ) $ ( 901 ) $ 582 Foreign ( 458 ) ( 49 ) ( 3 ) Total $ ( 2,004 ) $ ( 950 ) $ 579 The components of the income tax expense (benefit) from continuing operations consist of the following: Year Ended December 31, (In millions) 2025 2024 2023 Current provision: United States federal $ ( 70 ) $ ( 38 ) $ 4 United States state & local ( 5 ) ( 6 ) 25 Foreign — 3 4 ( 75 ) ( 41 ) 33 Deferred provision (benefit): United States federal ( 324 ) ( 153 ) 94 United States state & local ( 58 ) ( 33 ) 7 Foreign ( 124 ) ( 9 ) 10 Total income tax expense (benefit) from continuing operations $ ( 581 ) $ ( 236 ) $ 144 94 | CLF 2025 FORM 10-K Table of Contents Reconciliation of our income tax attributable to continuing operations computed at the U.S. 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 Tax at U.S. statutory rate $ ( 421 ) 21 % Increase (decrease) due to: State and local income taxes, net of federal income tax 1 ( 50 ) 3 % Foreign tax effects Canada Statutory rate difference ( 19 ) 1 % Tax credits ( 7 ) — % Change in valuation allowance ( 3 ) — % Other adjustments ( 1 ) — % Other foreign jurisdictions 1 — % 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 Tax at U.S. statutory rate $ ( 199 ) 21 % $ 122 21 % Increase (decrease) due to: Percentage depletion in excess of cost depletion ( 20 ) 2 ( 32 ) ( 5 ) Valuation allowance — — 14 2 Unrecognized tax benefits 7 — 7 1 State taxes, net ( 30 ) 3 27 5 Federal & state provision to return ( 4 ) — ( 20 ) ( 3 ) Income not subject to tax ( 10 ) 1 ( 11 ) ( 2 ) Goodwill impairment — — 26 4 Other items, net 20 ( 2 ) 11 2 Provision for income tax expense (benefit) and effective income tax rate including discrete items $ ( 236 ) 25 % $ 144 25 % 95 | CLF 2025 FORM 10-K Table of Contents 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 U.S. Federal $ — State Illinois ( 6 ) Michigan ( 3 ) Alabama ( 2 ) Ohio ( 1 ) State total ( 12 ) Foreign Canada ( 5 ) Other 1 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: (In millions) 2025 2024 2023 Other comprehensive income (loss): Pension and OPEB $ 51 $ 55 $ 10 Derivative instruments ( 11 ) ( 37 ) 47 Foreign currency translation ( 4 ) — — Total $ 36 $ 18 $ 57 Significant components of our deferred tax assets and liabilities are as follows: (In millions) 2025 2024 Deferred tax assets: Operating loss and other carryforwards $ 778 $ 589 Pension and OPEB liabilities 154 129 Environmental 77 69 Product inventories 62 53 State and local 93 36 Employee-based compensation 71 71 Interest limitation 201 19 Lease liabilities 154 87 Other liabilities 107 69 Total deferred tax assets before valuation allowance 1,697 1,122 Deferred tax asset valuation allowance ( 394 ) ( 388 ) Net deferred tax assets 1,303 734 Deferred tax liabilities: Investment in ventures ( 179 ) ( 181 ) Lease assets ( 125 ) ( 88 ) Property, plant and equipment and mineral rights ( 1,015 ) ( 811 ) Intangible assets ( 243 ) ( 441 ) Other assets ( 53 ) ( 59 ) Total deferred tax liabilities ( 1,615 ) ( 1,580 ) Net deferred tax liabilities $ ( 312 ) $ ( 846 ) 96 | CLF 2025 FORM 10-K Table of Contents 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 1,673 1,507 Gross U.S. 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: (In millions) 2025 2024 2023 Balance at beginning of year $ 388 $ 396 $ 390 Change in valuation allowance: Income tax (benefit) expense 6 ( 8 ) 6 Balance at end of year $ 394 $ 388 $ 396 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. deferred taxes related to future repatriation of earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (In millions) 2025 2024 2023 Unrecognized tax benefits balance as of January 1 $ 121 $ 76 $ 58 Increases for tax positions in current year 35 46 18 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 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, $ 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. NOTE 12 - LEASE OBLIGATIONS Our operating leases consist primarily of leases for land, office space, rail cars and storage tanks. Our finance leases consist primarily of mining equipment and rail cars. When an implicit discount rate is not readily determinable under our leases, we use our incremental borrowing rate as the discount rate to determine the present value of the lease payments. Our incremental borrowing rate is the rate of interest that we would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment to pay our lease obligations. We determine the incremental borrowing rates for our leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to our credit rating. From time to time, we may enter into arrangements for the construction or purchase of an asset and then enter into a financing arrangement to lease the asset. We recognize leased assets and liabilities under these arrangements when we obtain control of the asset. 97 | CLF 2025 FORM 10-K Table of Contents The following table summarizes the lease amounts included in our Statements of Consolidated Financial Position as of December 31, 2025 and 2024: Year Ended December 31, (In millions) Balance Sheet Location 2025 2024 Assets: Finance Property, plant and equipment, net $ 576 $ 505 Operating Other non-current assets 292 351 Current liabilities Finance Other current liabilities $ 67 $ 63 Operating Other current liabilities 48 50 Non-current liabilities Finance Other non-current liabilities $ 335 $ 319 Operating Other non-current liabilities 234 275 Lease costs are presented below: Year Ended December 31, (In millions) 2025 2024 2023 Operating leases $ 72 $ 64 $ 59 Finance leases: Amortization of right-of-use assets 65 38 92 Interest on lease liabilities 23 15 11 Short-term leases 161 174 171 Total $ 321 $ 291 $ 333 Lease terms and discount rates are shown below: December 31, 2025 Weighted average lease term (in years): Operating leases 10 Finance leases 9 Weighted average discount rate: Operating leases 7 % Finance leases 6 % Other information related to leases was as follows: Year Ended December 31, (In millions) 2025 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating leases within cash flows from operating activities $ 68 $ 62 $ 57 Finance leases within cash flows from operating activities 23 14 11 Finance leases within cash flows from financing activities 67 49 92 Right-of-use assets obtained in exchange for new finance lease liabilities 1 87 97 93 Right-of-use assets obtained in exchange for new operating lease liabilities 1 10 87 42 1 Right-of-use assets obtained as a result of the 2024 Stelco Acquisition are not included. 98 | CLF 2025 FORM 10-K Table of Contents The following is a summary of future minimum lease payments under noncancellable finance and operating leases as of December 31, 2025: (In millions) Finance Leases Operating Leases 2026 $ 88 $ 64 2027 74 58 2028 71 47 2029 65 38 2030 49 31 Thereafter 180 158 Total future minimum lease payments 527 396 Less: imputed interest 125 114 Total lease payments 402 282 Less: current portion of lease liabilities 67 48 Long-term lease liabilities $ 335 $ 234 The current and long-term portions of our finance and operating lease liabilities are included in Other current liabilities and Other non-current liabilities , respectively. NOTE 13 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS ASSET RETIREMENT OBLIGATIONS The accrued closure obligation provides for contractual and legal obligations related to our indefinitely idled and closed operations and for the eventual closure of our active operations. The closure date for each of our active mine sites was determined based on the exhaustion date of the remaining mineral reserves, and the amortization of the related asset and accretion of the liability is recognized over the estimated mine lives. The closure date and expected timing of the capital requirements to meet our obligations for our indefinitely idled or closed mines is determined based on the unique circumstances of each property. For indefinitely idled or closed mines, the accretion of the liability is recognized over the anticipated timing of remediation. Asset retirement obligations at our steelmaking operations primarily include the closure and post-closure care for on-site landfills and other waste containment facilities. Asset retirement obligations have been recorded at present values using settlement dates based on when we expect these facilities to reach capacity and close. The following is a summary of our asset retirement obligations: December 31, (In millions) 2025 2024 Asset retirement obligations 1 $ 599 $ 526 Less: current portion 18 25 Long-term asset retirement obligations $ 581 $ 501 1 Includes $ 375 million and $ 302 million related to our active operations as of December 31, 2025 and 2024, respectively. The following is a roll-forward of our asset retirement obligation: (In millions) 2025 2024 Asset retirement obligation as of January 1 $ 526 $ 459 Increase from Stelco Acquisition 18 20 Accretion expense 30 22 Remediation payments ( 19 ) ( 33 ) Revision in estimated cash flows 44 58 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. ENVIRONMENTAL OBLIGATIONS 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 99 | CLF 2025 FORM 10-K Table of Contents 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. For sites involving government required investigations, including pursuant to RCRA and CERCLA, we typically make an estimate of potential remediation expenditures only after the investigation is complete and when we better understand the nature and scope of the remediation. In general, the material factors in these estimates include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight, site monitoring and preparation of reports to the appropriate environmental agencies. The following is a summary of our environmental obligations: December 31, (In millions) 2025 2024 Environmental obligations $ 112 $ 114 Less: current portion 11 14 Long-term environmental obligations $ 101 $ 100 NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying values of certain financial instruments (e.g. Accounts receivable, net , Accounts payable and Other current liabilities ) approximate fair value and, therefore, have been excluded from the table below. See NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING for information on our derivative instruments, which are accounted for at fair value on a recurring basis. The following table summarizes the carrying value and fair value of other financial instruments: December 31, 2025 December 31, 2024 (In millions) Classification Carrying Value Fair Value Carrying Value Fair Value Senior notes Level 1 $ 6,801 $ 7,037 $ 5,505 $ 5,496 ABL Facility - outstanding balance Level 2 452 452 1,560 1,560 Total $ 7,253 $ 7,489 $ 7,065 $ 7,056 The valuation of financial assets classified in Level 2 was determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable. EMPLOYEE BENEFIT COMMITMENT 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 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. The financial liability is recorded at fair value on a recurring basis using a discounted cash flow model, which incorporates observable and unobservable inputs for risk-free interest rates and future operating estimates. The liability is classified as a Level 3 within the fair value hierarchy. The current and non-current portions of the employee benefit commitment are classified within Other current liabilities and Other non-current liabilities on the Statements of Consolidated Financial Position, respectively. The following table summarizes the changes in fair value of the employee benefit commitment: (In millions) 2025 2024 Beginning balance as of January 1 $ ( 188 ) $ — Fair value of commitment assumed in connection with Stelco Acquisition 5 ( 197 ) Total expense included in earnings ( 5 ) ( 2 ) Payments 28 5 Foreign currency translation ( 9 ) 6 Ending balance as of December 31 $ ( 169 ) $ ( 188 ) MINNTAC OPTION Stelco is party to an option to purchase a 25 % ownership interest in the MinnTac iron ore mine and related infrastructure located in Mt. Iron, Minnesota from U. S. Steel for $ 500 million. This option is exercisable by Stelco at any time until January 31, 2027. 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 Changes in fair value of derivatives, net. The fair value of the derivative asset is estimated using the Black-Scholes option 100 | CLF 2025 FORM 10-K Table of Contents 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. The following table summarizes the changes in fair value of the MinnTac option: (In millions) 2025 2024 Beginning balance as of January 1 $ 95 $ — Fair value of option acquired in connection with Stelco Acquisition — 110 Total expense included in earnings ( 45 ) ( 12 ) Foreign currency translation 4 ( 3 ) Ending balance as of December 31 $ 54 $ 95 NOTE 15 - DERIVATIVE INSTRUMENTS AND HEDGING We are exposed to price risk associated with fluctuations in the market prices of purchased raw materials and energy sources and the sales price of certain steel products. We may use cash-settled commodity purchase swaps to hedge the market risk associated with the purchase of certain of our raw materials and energy requirements and cash-settled sales swaps to hedge the sales price risk of certain steel products. Our hedging strategy is to reduce the effect on earnings from the price volatility of these various exposures. 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. Our commodity purchase swaps are classified as Level 2 as values were determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable. The following table presents the notional amount of our outstanding commodity purchase swaps: Notional Amount December 31, 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: December 31, Balance Sheet Location (In millions) 2025 2024 Other current assets $ 7 $ 5 Other non-current assets 10 9 Other current liabilities ( 24 ) ( 41 ) Other non-current liabilities ( 2 ) ( 6 ) FOREIGN CURRENCY CONTRACTS On July 15, 2024, we announced that we had entered into the Arrangement Agreement with Stelco Holdings Inc. to acquire all of its common shares in a cash and stock transaction. We hedged a portion of the purchase price by entering into multiple foreign currency contracts. These hedge contracts were considered economic hedges and did not qualify for hedge accounting. During 101 | CLF 2025 FORM 10-K Table of Contents 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 SHARE REPURCHASE PROGRAMS During the first quarter of 2024, we fully utilized the remaining portion of our prior $ 1 billion share repurchase program, which was approved by our Board of Directors on February 10, 2022. On April 22, 2024, our Board of Directors authorized a new program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $ 1.5 billion . We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date. 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 We have 3 million shares of Serial Preferred Stock, Class A, without par value, authorized, and 4 million shares of Serial Preferred Stock, Class B, without par value, authorized; no preferred shares were issued or outstanding as of December 31, 2025. STELCO ACQUISITION As more fully described in NOTE 3 - ACQUISITIONS, we completed the Stelco Acquisition on November 1, 2024. At closing, each Stelco shareholder received CAD $ 60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock. Additionally, Stelco equity award holders received CAD $ 60.00 in cash and 0.454 shares of Cliffs common stock per outstanding restricted share unit and deferred share unit. As a result of the Stelco Acquisition, we issued a total of 25.9 million Cliffs treasury shares at a fair value of $ 343 million. 102 | CLF 2025 FORM 10-K Table of Contents NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The components of Accumulated other comprehensive income within Cliffs shareholders’ equity and related tax effects allocated to each are shown below: December 31, (In millions) 2025 2024 2023 Foreign Currency Translation Beginning balance $ ( 70 ) $ — $ ( 1 ) 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 ) $ — Derivative Instruments Beginning balance $ ( 53 ) $ ( 170 ) $ ( 16 ) Other comprehensive income (loss) before reclassifications ( 48 ) ( 41 ) ( 345 ) Income tax 12 10 81 Other comprehensive income (loss) before reclassifications, net of tax ( 36 ) ( 31 ) ( 264 ) Losses (gains) reclassified from AOCI to net income 1 97 195 144 Income tax expense (benefit) 2 ( 23 ) ( 47 ) ( 34 ) Net losses (gains) reclassified from AOCI to net income 74 148 110 Ending balance $ ( 15 ) $ ( 53 ) $ ( 170 ) Pension and OPEB Beginning balance $ 1,660 $ 1,827 $ 1,847 Other comprehensive income (loss) before reclassifications 3 ( 83 ) ( 68 ) 115 Income tax 20 17 ( 39 ) Other comprehensive income (loss) before reclassifications, net of tax ( 63 ) ( 51 ) 76 Losses (gains) reclassified from AOCI to net income 4 ( 138 ) ( 154 ) ( 145 ) Income tax expense (benefit) 2 31 38 49 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 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 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 SUNCOKE MIDDLETOWN We purchase all the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements and have committed to purchase all the expected production from the facility through 2032. 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 $ 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. 103 | CLF 2025 FORM 10-K Table of Contents The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not obligations of the Company. The creditors of SunCoke Middletown do not have recourse to the assets or general credit of the Company to satisfy liabilities of the VIE. The Statements of Consolidated Financial Position includes the following amounts for SunCoke Middletown: December 31, (In millions) 2025 2024 Inventories $ 27 $ 27 Property, plant and equipment, net 273 288 Accounts payable ( 20 ) ( 19 ) Other assets (liabilities), net ( 61 ) ( 47 ) Noncontrolling interests ( 219 ) ( 249 ) NOTE 19 - EARNINGS PER SHARE The following table summarizes the computation of basic and diluted EPS: Year Ended December 31, (In millions, except per share amounts) 2025 2024 2023 Income (loss) from continuing operations $ ( 1,423 ) $ ( 714 ) $ 435 Income from continuing operations attributable to noncontrolling interest ( 50 ) ( 46 ) ( 51 ) Net income (loss) from continuing operations attributable to Cliffs shareholders ( 1,473 ) ( 760 ) 384 Income (loss) from discontinued operations, net of tax ( 5 ) — 1 Net income (loss) attributable to Cliffs shareholders $ ( 1,478 ) $ ( 760 ) $ 385 Weighted average number of shares: Basic 508 480 510 Employee stock plans — — 1 Diluted 508 480 511 Earnings (loss) per common share attributable to Cliffs common shareholders - basic: Continuing operations $ ( 2.90 ) $ ( 1.58 ) $ 0.75 Discontinued operations ( 0.01 ) — — $ ( 2.91 ) $ ( 1.58 ) $ 0.75 Earnings (loss) per common share attributable to Cliffs common shareholders - diluted: Continuing operations $ ( 2.90 ) $ ( 1.58 ) $ 0.75 Discontinued operations ( 0.01 ) — — $ ( 2.91 ) $ ( 1.58 ) $ 0.75 The following table summarizes the potentially dilutive shares that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive: Year Ended December 31, (In millions) 2025 2024 2023 Employee stock plans 4 2 2 NOTE 20 - COMMITMENTS AND CONTINGENCIES PURCHASE COMMITMENTS We purchase portions of the principal raw materials required for our steel manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. We also use large volumes of natural gas, electricity and industrial gases in our operations. We negotiate most of our purchases of chrome, industrial gases and a portion of our electricity under multi-year agreements. Our purchases of coke and iron ore are made under annual or multi-year agreements with periodic price adjustments. We typically purchase coal under annual fixed price agreements. We also purchase certain transportation services under multi-year contracts with minimum quantity requirements. 104 | CLF 2025 FORM 10-K Table of Contents Unconditional purchase obligations, including take-or-pay agreements, are as follows (in millions): 2026 2027 2028 2029 2030 Thereafter $ 2,911 $ 1,936 $ 1,520 $ 1,266 $ 1,191 $ 5,130 OTHER COMMERCIAL COMMITMENTS We use surety bonds and letters of credit to provide financial assurance for certain obligations and statutory requirements. As of December 31, 2025, we had $ 278 million of surety-backed letters of credit and surety bonds outstanding. Additionally, as of December 31, 2025, we had $ 65 million of outstanding letters of credit issued under our ABL Facility. CONTINGENCIES We are currently the subject of, or party to, various claims and legal proceedings incidental to our current and historical operations. These claims and legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, additional funding requirements or an injunction. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on our financial position and results of operations for the period in which the ruling occurs or future periods. However, based on currently available information, we do not believe that any pending claims or legal proceedings will result in a material adverse effect in relation to our consolidated financial statements. ENVIRONMENTAL CONTINGENCIES Our environmental remediation obligations for known environmental matters at active and closed operations have been recognized based on estimates of the cost of investigation and remediation at each facility. We cannot predict the ultimate costs for each site with certainty because of the evolving nature of the investigation and remediation process. Rather, to estimate the probable costs, we must make certain assumptions. The most significant of these assumptions is for the nature and scope of the work that will be necessary to investigate and remediate a particular site and the cost of that work. Other significant assumptions include the cleanup technology that will be used, whether and to what extent any other parties will participate in paying the investigation and remediation costs, reimbursement of past response costs and future oversight costs by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans. Costs for future investigation and remediation are not discounted to their present value, unless the amount and timing of the cash disbursements are readily known. To the extent that we have been able to reasonably estimate future liabilities, we do not believe that there is a reasonable possibility that we will incur a loss or losses that exceed the amounts we accrued that would, either individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, since we recognize amounts in the consolidated financial statements in accordance with GAAP that exclude potential losses that are not probable or that may not be currently estimable, the ultimate costs of these environmental matters may be higher than the liabilities we currently have recorded in our consolidated financial statements. Pursuant to RCRA, which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to take corrective action to remediate such releases. Likewise, the EPA or the states may require closure or post-closure care of residual, industrial and hazardous waste management units. Environmental regulators have the authority to inspect all of our facilities. While we cannot predict the future actions of these regulators, it is possible that they may identify conditions in future inspections of these facilities that they believe require corrective action. Pursuant to CERCLA, the EPA and state environmental authorities have conducted site investigations at some of our facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently regulated. The results of certain of these investigations remain pending, and we could be directed to spend funds for remedial activities at the former disposal areas. Because of the uncertain status of these investigations, however, we cannot reasonably predict whether or when such spending might be required or its magnitude. In addition to the foregoing matters, we are or may be involved in proceedings with various regulatory authorities that may require us to pay fines, comply with more rigorous standards or other requirements or incur capital and operating expenses for environmental compliance. We believe that the ultimate disposition of any such proceedings will not have, individually or in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or cash flows. TAX MATTERS The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash and result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. Refer to NOTE 11 - INCOME TAXES for further information. 105 | CLF 2025 FORM 10-K Table of Contents OTHER CONTINGENCIES In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving antitrust, product liability, personal injury, commercial, employee benefits and other matters arising in the ordinary course of business. Because of the considerable uncertainties that exist for any claim, it is difficult to reliably or accurately estimate what the amount of a loss would be if a claimant prevails. If material assumptions or factual understandings we rely on to evaluate exposure for these contingencies prove to be inaccurate or otherwise change, we may be required to record a liability for an adverse outcome. If, however, we have reasonably evaluated potential future liabilities for all of these contingencies, including those described more specifically above, it is our opinion, unless we otherwise noted, that the ultimate liability from these contingencies, individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or cash flows. NOTE 21 - SUBSEQUENT EVENTS We have evaluated subsequent events through the date of financial statement issuance. 106 | CLF 2025 FORM 10-K Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Cleveland-Cliffs Inc. OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying statements of consolidated financial position of Cleveland-Cliffs Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 9, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. BASIS FOR OPINION These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. CRITICAL AUDIT MATTER 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 Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using a discounted cash flow methodology and a guideline public company methodology. The determination of the fair value using these methodologies requires management to make significant estimates and assumptions related to forecasts of future revenues and earnings before interest, taxes, depreciation, and amortization (EBITDA), discount rates and market multiples. The fair value of all reporting units exceeded their carrying value as of the measurement date and, therefore, no impairment was recognized. Given the nature of operations for one reporting unit within the Steelmaking segment, the sensitivity of this reporting unit to changes in the market price of steel, this reporting unit’s historical performance as compared to projections, and the difference between its fair value and the carrying value, auditing management’s judgments regarding forecasts of future revenues and EBITDA, selection of the discount rate, and selection of market multiples applied to management’s forecast for this reporting unit, required a high degree of auditor judgment and an increased extent of effort, 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 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, 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. 107 | CLF 2025 FORM 10-K Table of Contents • We evaluated the reasonableness of management’s forecasts by comparing the current forecasts to historical results and forecasted information included in analyst and industry reports of the Company 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 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. /s/ DELOITTE & TOUCHE LLP Cleveland, Ohio February 9, 2026 We have served as the Company's auditor since 2004. 108 | CLF 2025 FORM 10-K Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.