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Item 1. Financial Statements

2026-04-21 compared with 2025-10-22 · 139 added, 386 removed, 579 unchanged (48% of the section changed)

3 unchanged sentences

AND SUBSIDIARIES

(In millions, except share information) September 30,

(In millions, except share information) March 31,

2026 December 31,

8 unchanged sentences

Goodwill 1,800 1,814

Intangible assets 1,142 1,170

Intangible assets, net 1,102 1,135

Pension and OPEB assets 515 469

21 unchanged sentences

Capital in excess of par value of shares 5,732 5,736

Retained earnings (deficit) ( 286 ) 949

Retained deficit ( 766 ) ( 529 )

Cost of 35,654,038 common shares in treasury (2025 - 36,292,287 shares)

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions, except per share amounts) 2026 2025

3 unchanged sentences

Selling, general and administrative expenses ( 125 ) ( 133 )

Acquisition-related costs — ( 14 ) ( 1 ) ( 14 )

Restructuring and other charges — ( 3 )

Asset impairment — — ( 39 ) ( 79 )

Miscellaneous – net ( 6 ) ( 11 )

3 unchanged sentences

Interest expense, net ( 148 ) ( 140 )

Loss on extinguishment of debt — — — ( 27 )

Net periodic benefit credits other than service cost component 64 57

Changes in fair value of derivatives, net ( 10 ) ( 9 )

Other non-operating income 1 — 2 3

Total other expense ( 94 ) ( 92 )

19 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2026 2025

2 unchanged sentences

Changes in pension and OPEB, net of tax ( 23 ) ( 27 )

Changes in derivative financial instruments, net of tax ( 19 ) 2 37 69

Changes in foreign currency translation, net of tax ( 36 ) 1 67 —

Changes in derivative instruments, net of tax

Changes in foreign currency translation

Total other comprehensive income (loss) ( 67 ) 75

6 unchanged sentences

AND SUBSIDIARIES

Nine Months Ended

September 30,

Three Months Ended

(In millions) 2026 2025

1 unchanged sentence

Net loss $ ( 229 ) $ ( 486 )

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

Adjustments to reconcile net loss to net cash used by operating activities:

Depreciation, depletion and amortization 259 282

2 unchanged sentences

Restructuring and other charges — 3

Asset impairments 39 79

Other 126 159

Changes in operating assets and liabilities:

5 unchanged sentences

Other, net 1 4

Net cash provided (used) by operating activities ( 449 ) 577

Net cash used by operating activities ( 325 ) ( 351 )

INVESTING ACTIVITIES

4 unchanged sentences

Proceeds from issuance of senior notes — 850

Repayments of senior notes — ( 845 )

Repurchase of common shares — ( 733 )

Borrowings (repayments) under credit facilities, net ( 713 ) 47

Borrowings (repayments) under ABL Facility, net 507 ( 305 )

Debt issuance costs — ( 13 )

Other financing activities ( 53 ) ( 33 )

Net cash provided (used) by financing activities 853 ( 259 )

Net cash provided by financing activities 454 499

Net increase (decrease) in cash and cash equivalents ( 11 ) 3

19 unchanged sentences

March 31, 2026 570.4 $ 76 $ 5,732 $ ( 766 ) $ ( 645 ) $ 1,425 $ 197 $ 6,019

Comprehensive income (loss) — — — ( 486 ) — 32 13 ( 441 )

Stock and other incentive plans 0.2 — 12 — 4 — — 16

Net distributions to noncontrolling interests — — — — — — ( 20 ) ( 20 )

June 30, 2025 494.7 $ 66 $ 4,768 $ ( 35 ) $ ( 660 ) $ 1,644 $ 223 $ 6,006

Comprehensive income (loss) — — — ( 251 ) — ( 81 ) 17 ( 315 )

Stock and other incentive plans — — 15 — — — — 15

Net contributions to noncontrolling interests — — — — — — 1 1

September 30, 2025 494.7 $ 66 $ 4,783 $ ( 286 ) $ ( 660 ) $ 1,563 $ 241 $ 5,707

(In millions) Number of

2 unchanged sentences

of Shares Retained

Earnings Common

(Deficit) Common

Treasury AOCI Non-Controlling Interest Total

1 unchanged sentence

Comprehensive income (loss) — — — ( 498 ) — 75 12 ( 411 )

Common stock repurchases, net of excise tax ( 30.4 ) — — — ( 615 ) — — ( 615 )

Stock and other incentive plans 0.6 — ( 2 ) — 12 — — 10

1 unchanged sentence

March 31, 2025 494.5 $ 66 $ 4,756 $ 451 $ ( 664 ) $ 1,612 $ 230 $ 6,451

Comprehensive income — — — 1 — 18 7 26

Common stock repurchases, net of excise tax ( 7.5 ) — — — ( 125 ) — — ( 125 )

Stock and other incentive plans — — 13 — 1 — — 14

Net contributions to noncontrolling interests — — — — — — 14 14

June 30, 2024 468.0 $ 66 $ 4,864 $ 1,640 $ ( 1,154 ) $ 1,666 $ 262 $ 7,344

Comprehensive income (loss) — — — ( 244 ) — ( 26 ) 12 ( 258 )

Stock and other incentive plans 0.1 — 11 — 1 — — 12

Net distributions to noncontrolling interests — — — — — — ( 33 ) ( 33 )

September 30, 2024 468.1 $ 66 $ 4,875 $ 1,396 $ ( 1,153 ) $ 1,640 $ 241 $ 7,065

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8 unchanged sentences

however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or any other future period.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or any other future period.

Certain prior period amounts have been reclassified to conform with the current year presentation.

4 unchanged sentences

Headquartered in Cleveland, Ohio, we employ approximately 25,000 people across our operations in the United States and Canada.

More than 90% of our hourly workforce is represented by three prominent unions – USW, UAW and IAM.

ACQUISITION OF STELCO

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.

More than 90% of our approximately 20,000 hourly workforce is represented by three prominent unions – USW, UAW and IAM.

BUSINESS OPERATIONS

8 unchanged sentences

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 September 30, 2025 and December 31, 2024, respectively, was classified in Other non-current assets.

Our investment in affiliates of $ 131 million and $ 132 million as of March 31, 2026 and December 31, 2025, respectively, was classified in Other non-current assets.

CORRECTION OF AN IMMATERIAL ERROR

1 unchanged sentence

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 three months and nine months ended September, 30, 2024, Costs of goods sold was increased by $ 2 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 $ 1 million for the nine months ended September 30, 2024.

Included within operating results for the nine months ended September 30, 2025 is an increase to Cost of goods sold and Income tax benefit of $ 8 million and $ 2 million, respectively, related to the current-year effect of the error.

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.

For the three months ended March 31, 2025, Costs of goods sold was increased by $ 5 million, with a corresponding increase to Income tax benefit of $ 2 million, to adjust for the error.

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.

Management 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

1 unchanged sentence

There have been no material changes in our significant accounting policies and estimates from those disclosed therein.

RECENT ACCOUNTING PRONOUNCEMENTS AND LEGISLATION

RECENT ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS - ISSUED AND NOT EFFECTIVE

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This guidance requires additional annual disclosures for income taxes.

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

The amendments are effective for annual reporting periods beginning after December 15, 2024.

In November 2024, the FASB issued ASU No.

2 unchanged sentences

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.

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.

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S.

The One Big Beautiful Bill Act includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through future years.

The legislation does not have a material impact on our consolidated financial statements for the interim period ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.

NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION

The following table presents the detail of our Inventories on the Statements of Unaudited Condensed Consolidated Financial Position:

(In millions) September 30,

(In millions) March 31,

2026 December 31,

7 unchanged sentences

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 Cliffs receivables to financial intermediaries, at the sole discretion of both the suppliers and financial intermediaries.

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.

1 unchanged sentence

Supply chain finance programs that extend terms or provide us an economic benefit are classified as short-term financings.

As of September 30, 2025 and December 31, 2024, we had $ 22 million and $ 29 million, respectively, deemed as short-term financings that are classified in Other current liabilities .

Additionally , as of September 30, 2025 and December 31, 2024, we had $ 75 million and $ 76 million, respectively, classified as Accounts payable.

As of March 31, 2026 and December 31, 2025, we had $ 21 million and $ 28 million, respectively, deemed as short-term financings that are classified in Other current liabilities .

Additionally , as of March 31, 2026 and December 31, 2025, we had $ 72 million and $ 73 million, respectively, classified as Accounts payable .

INDEFINITELY IDLED FACILITIES CHARGES

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

(In millions) Employee-Related Costs Exit Costs Total

Balance as of December 31, 2025

Costs incurred 1

$ 70 $ 8 $ 78

Cash payments ( 13 ) ( 1 ) ( 14 )

Balance as of March 31, 2026

Costs incurred 2

Cash payments ( 7 ) ( 22 ) — ( 29 )

Non-cash — — ( 39 ) ( 39 )

Balance as of June 30, 2025 $ 111 $ 13 $ — $ 124

Costs incurred 3

$ 57 $ 7 $ 64

Cash payments ( 15 ) ( 6 ) — ( 21 )

Balance as of September 30, 2025 $ 96 $ 10 $ — $ 106

1 All $ 3 million of cost incurred was recorded in Restructuring and other charges.

2 Of the $ 135 million of cost incurred, $ 86 million was recorded in Restructuring and other charges, $ 39 million was recorded in Asset impairments , and $ 10 million was recorded in Net periodic benefit credits other than service cost component .

3 All $ 3 million of cost incurred was recorded in Restructuring and other charges.

CASH FLOW INFORMATION

A reconciliation of capital additions to cash paid for capital expenditures is as follows:

Nine Months Ended

September 30,

Three Months Ended

(In millions) 2026 2025

5 unchanged sentences

Cash payments (receipts) for income taxes and interest are as follows:

Nine Months Ended

September 30,

Three Months Ended

(In millions) 2026 2025

2 unchanged sentences

Interest paid on debt obligations net of capitalized interest 1

1 Capitalized interest was $ 11 million for both the nine months ended September 30, 2025 and 2024.

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 in Canada with higher volumes of spot sales.

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

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

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

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

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

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

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

(In millions) Initial Allocation of Consideration Measurement Period Adjustments Updated Allocation

Cash and cash equivalents $ 341 $ — $ 341

Accounts receivable 104 — 104

Inventories 726 ( 11 ) 715

Other current assets 107 ( 1 ) 106

Property, plant and equipment 1,286 ( 4 ) 1,282

Intangible assets 1,025 — 1,025

Other non-current assets 250 ( 1 ) 249

Accounts payable ( 212 ) — ( 212 )

Accrued employment costs ( 29 ) — ( 29 )

Accrued expenses ( 6 ) ( 1 ) ( 7 )

Other current liabilities ( 71 ) — ( 71 )

Pension and OPEB liability, non-current ( 14 ) — ( 14 )

Deferred income taxes ( 449 ) 10 ( 439 )

Asset retirement and environmental obligations ( 20 ) — ( 20 )

Other non-current liabilities ( 616 ) 5 ( 611 )

Net identifiable assets acquired 2,422 ( 3 ) 2,419

Goodwill 786 3 789

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

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 Topic 805, Business Combinations, as if Stelco had been acquired as of January 1, 2023:

(In millions) Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Revenues $ 5,049 $ 16,416

Net loss attributable to Cliffs shareholders ( 323 ) ( 390 )

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.

There were no significant non-recurring pro forma adjustments included in the pro forma results for the three and nine months ended September 30, 2024.

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.

1 Capitalized interest was $ 4 million for both the three months ended March 31, 2026 and 2025.

NOTE 3 - REVENUES

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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.

Revenue by market and product are presented net of intersegment revenues.

The following table represents our Revenues by market:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2026 2025

Automotive $ 1,356 $ 1,334 $ 3,902 $ 4,411

Direct automotive $ 1,368 $ 1,297

Infrastructure and manufacturing 1,374 1,354

Distributors and converters 1,463 1,228

591 608 1,779 1,846

Steel producers

Total Steelmaking 4,757 4,467

Other Businesses

Automotive 144 123 403 411

Direct automotive 138 130

Infrastructure and manufacturing 9 10

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2026 2025

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We allocate Corporate Selling, general and administrative expenses to our operating segments.

Our CODM, Lourenco Goncalves, Chairman, President and Chief Executive Officer, evaluates performance on an operating segment basis, as well as a consolidated basis, based on Adjusted EBITDA, which is a non-GAAP measure.

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.

1 unchanged sentence

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

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

(In millions) Steelmaking Other Businesses Eliminations Total

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EBITDA from noncontrolling interests 2

Idled facilities charges 3

Changes in fair value of derivatives, net ( 10 )

Idled facilities credits 10

Currency exchange ( 14 )

Severance ( 5 )

Other, net ( 5 )

Net loss $ ( 234 )

Capital Additions $ 205 $ 2 $ — $ 207

1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests from Adjusted EBITDA and certain idled facilities charges and the inclusion of items within Miscellaneous – net and Other non-operating income .

2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 17 million and the exclusion of depreciation, depletion, and amortization of $ 6 million.

Three Months Ended September 30, 2024

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 4,439 $ 150 $ ( 20 ) $ 4,569

Cost of goods sold ( 4,558 ) ( 140 ) 23 ( 4,675 )

Selling, general and administrative expenses ( 105 ) ( 7 ) — ( 112 )

Net periodic benefit credits other than service cost component 62 — — 62

Excluding depreciation, depletion and amortization 228 7 — 235

Other segment items 1

45 ( 2 ) — 43

Total Adjusted EBITDA $ 111 $ 8 $ 3 $ 122

Interest expense, net ( 102 )

Income tax benefit 76

Depreciation, depletion and amortization ( 235 )

EBITDA from noncontrolling interests 2

Idled facilities charges ( 2 )

Acquisition-related costs ( 14 )

Changes in fair value of derivatives, net ( 10 )

Arbitration decision ( 71 )

Severance ( 10 )

Gain on disposal of assets, net 7

Other, net ( 6 )

1 unchanged sentence

Capital Additions $ 124 $ 2 $ — $ 126

1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and the Arbitration decision from Adjusted EBITDA and the inclusion of items within Miscellaneous – net and Other non-operating income .

1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and certain idled facilities credits, which is offset by the inclusion of certain items within Miscellaneous – net.

2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 8 million and the exclusion of depreciation, depletion, and amortization of $ 7 million.

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

(In millions) Steelmaking Other Businesses Eliminations Total

5 unchanged sentences

Other segment items 1

( 9 ) — — ( 9 )

Total Adjusted EBITDA $ ( 189 ) $ 10 $ — $ ( 179 )

4 unchanged sentences

Idled facilities charges ( 44 )

Acquisition-related costs ( 1 )

Changes in fair value of derivatives, net ( 34 )

Currency exchange (2)

Severance ( 25 )

Other, net ( 3 )

Net loss $ ( 1,193 )

Capital Additions $ 478 $ 10 $ — $ 488

2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 42 million and the exclusion of depreciation, depletion, and amortization of $ 19 million.

Nine Months Ended September 30, 2024

(In millions) Steelmaking Other Businesses Eliminations Total

Revenues $ 14,429 $ 499 $ ( 68 ) $ 14,860

Cost of goods sold ( 14,139 ) ( 457 ) 72 ( 14,524 )

Selling, general and administrative expenses ( 326 ) ( 21 ) — ( 347 )

Net periodic benefit credits other than service cost component 184 — — 184

Excluding depreciation, depletion and amortization 669 24 — 693

Other segment items 1

( 10 ) ( 2 ) — ( 12 )

Total Adjusted EBITDA $ 807 $ 43 $ 4 $ 854

Interest expense, net ( 235 )

Income tax benefit 100

Depreciation, depletion and amortization ( 693 )

EBITDA from noncontrolling interests 2

Idled facilities charges ( 219 )

Acquisition-related costs ( 14 )

Changes in fair value of derivatives, net ( 9 )

Loss on extinguishment of debt ( 27 )

Arbitration decision ( 71 )

Severance ( 13 )

Loss on disposal of assets, net (2)

Amortization of inventory step-up

Other, net ( 2 )

1 unchanged sentence

Capital Additions $ 123 $ 6 $ — $ 129

1 Other segment items primarily consists of the exclusion of EBITDA from noncontrolling interests and idled facilities charges from Adjusted EBITDA and the inclusion of items within Miscellaneous – net.

2 EBITDA from noncontrolling interests includes net income attributable to noncontrolling interests of $ 12 million and the exclusion of depreciation, depletion, and amortization of $ 6 million.

The following summarizes our assets by segment:

(In millions) September 30,

(In millions) March 31,

2026 December 31,

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The following table indicates the carrying value of each of the major classes of our depreciable assets:

(In millions) September 30,

(In millions) March 31,

2026 December 31,

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Property, plant and equipment, net $ 9,345 $ 9,481

1 Includes right-of-use assets related to finance leases of $ 581 million and $ 505 million as of September 30, 2025 and December 31, 2024, respectively.

We recorded depreciation and depletion expense of $ 268 million and $ 906 million for the three and nine months ended September 30, 2025, respectively, and $ 233 million and $ 687 million for the three and nine months ended September 30, 2024, respectively.

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

This resulted in a $ 39 million Asset impairment to Property, plant and equipment, net for the nine months ended September 30, 2025 and accelerated depreciation of $ 12 million and $ 131 million for the three and nine months ended September 30, 2025, respectively, included within depreciation and depletion expense.

1 Includes right-of-use assets related to finance leases of $ 572 million and $ 576 million as of March 31, 2026 and December 31, 2025, respectively.

We recorded depreciation and depletion expense of $ 239 million for the three months ended March 31, 2026, and $ 264 million for the three months ended March 31, 2025.

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES

The following is a summary of Goodwill by segment:

(In millions) September 30,

2025 December 31,

Steelmaking $ 1,747 $ 1,719

Other Businesses 49 49

Total $ 1,796 $ 1,768

The increase of $ 28 million in the balance of Goodwill in our Steelmaking segment as of September 30, 2025, compared to December 31, 2024, is primarily due to fluctuation in foreign currency exchange rates.

Additionally, to a lesser extent, the change is attributable to an increase in estimated identified goodwill as a result of measurement period adjustments to the preliminary purchase price allocation for the Stelco Acquisition.

Refer to NOTE 3 - ACQUISITIONS for further details.

The following table summarizes the changes in Goodwill by segment:

Three Months Ended March 31, 2026

(In millions) Steelmaking Other Businesses Total

Beginning balance $ 1,765 $ 49 $ 1,814

Foreign currency translation ( 14 ) — ( 14 )

Ending balance $ 1,751 $ 49 $ 1,800

INTANGIBLE ASSETS AND LIABILITIES

The following is a summary of our intangible assets and liabilities:

September 30, 2025

March 31, 2026

December 31, 2025

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Amortization of all intangible liabilities is recognized in Cost of goods sold .

Amortization expense related to Intangible assets was $ 21 million and $ 3 million for the three months ended September 30, 2025 and 2024, respectively.

Amortization expense related to Intangible assets was $ 61 million and $ 10 million for the nine months ended September 30, 2025 and 2024, respectively.

Estimated future amortization expense is $ 20 million for the remainder of 2025 and $ 81 million annually for the years 2026 through 2030.

Additionally, customer relationships and trade names and trademarks intangibles are impacted by period over period fluctuations in foreign currency exchange rates.

Income from amortization related to the intangible liabilities was $ 1 million for both the three months ended September 30, 2025 and 2024.

Income from amortization related to the intangible liabilities was $ 4 million for both the nine months ended September 30, 2025 and 2024.

Amortization expense related to Intangible assets, net was $ 21 million and $ 19 million for the three months ended March 31, 2026 and 2025, respectively.

Any additional movements in the balance of Intangible assets, net as of March 31, 2026, compared to December 31, 2025, is due to fluctuation in foreign currency exchange rates.

Estimated future amortization expense is $ 61 million for the remainder of 2026, $ 81 million annually for the years 2027 through 2030 and $80 million for 2031.

Income from amortization related to the intangible liabilities was $ 1 million for both the three months ended March 31, 2026 and 2025.

Estimated future income from amortization is $ 4 million for the remainder of 2026 and $ 5 million annually for the years 2027 through 2031.

2 unchanged sentences

(In millions)

Debt Instrument Issuer 1

Annual Effective

Interest Rate September 30,

Debt Instrument Annual Effective

Interest Rate March 31,

2026 December 31,

1 unchanged sentence

4.625 % 2029 Senior Notes

Cliffs 9.240 % $ 73 $ 73

7.000 % 2027 AK Senior Notes 4

AK Steel 9.240 % 56 56

5.875 % 2027 Senior Notes 4

Cliffs 6.490 % 556 556

4.625 % 2029 Senior Notes

Cliffs 4.625 % 368 368

4.625 % 368 368

6.875 % 2029 Senior Notes

Cliffs 6.875 % 900 900

6.875 % 900 900

6.750 % 2030 Senior Notes

Cliffs 6.750 % 750 750

6.750 % 750 750

4.875 % 2031 Senior Notes

Cliffs 4.875 % 325 325

4.875 % 325 325

7.500 % 2031 Senior Notes

Cliffs 7.500 % 850 —

7.500 % 850 850

7.000 % 2032 Senior Notes

Cliffs 7.054 % 1,425 1,425

7.054 % 1,425 1,425

7.375 % 2033 Senior Notes

Cliffs 7.375 % 900 900

7.375 % 900 900

7.625 % 2034 Senior Notes

Cliffs 7.625 % 850 —

7.516 % 1,125 1,125

6.250 % 2040 Senior Notes

Cliffs 6.340 % 235 235

ABL Facility Cliffs 2

6.340 % 235 235

ABL Facility Variable 1

Total principal amount 7,837 7,330

1 unchanged sentence

Total long-term debt $ 7,763 $ 7,253

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 5.87 % as of September 30, 2025.

4 On September 3, 2025, we issued (a) a conditional notice to redeem, in full, all $73 million aggregate principal amount outstanding of the 7.000% 2027 Senior Notes, (b) a notice to redeem, in full, all $56 million aggregate principal amount outstanding of the 7.000% 2027 AK Senior Notes, and (c) a conditional notice to redeem, in full, all $556 million aggregate principal amount outstanding of the 5.875% 2027 Senior Notes, in each case on October 3, 2025 at a redemption price of 100.000% plus accrued and unpaid interest.

Refer to NOTE 19 - SUBSEQUENT EVENTS for further details.

7.625% 2034 SENIOR NOTES 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.

The 7.625 % 2034 Senior Notes were issued in a private placement transaction 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.

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

Refer to NOTE 19 - SUBSEQUENT EVENTS for further details.

7.500% 2031 SENIOR NOTES 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.

As of September 30, 2025, 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.

1 Our ABL Facility annual effective interest rate was 5.305 % as of March 31, 2026.

As of March 31, 2026, 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 following represents a summary of our borrowing capacity under the ABL Facility:

(In millions) September 30,

(In millions) March 31,

Available borrowing base on ABL Facility 1

2 unchanged sentences

Borrowing capacity available $ 3,096

1 As of September 30, 2025, the ABL Facility has a maximum available borrowing base of $ 4.75 billion.

1 As of March 31, 2026, the ABL Facility has a maximum available borrowing base of $ 4.75 billion.

The borrowing base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment.

1 unchanged sentence

DEBT MATURITIES

The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at September 30, 2025 (in millions):

The following represents a summary of our maturities of debt instruments based on the principal amounts outstanding at March 31, 2026 (in millions):

2026 2027 2028 2029 2030 Thereafter Total

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NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We offer defined benefit pension plans, defined contribution pension plans and OPEB plans to a significant portion of our employees and retirees.

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.

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2026 2025

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2026 2025

2 unchanged sentences

Expected return on plan assets ( 11 ) ( 11 )

Termination benefits 1

Amortization:

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Net periodic benefit credits $ ( 26 ) $ ( 31 )

1 The termination benefits relate to the decision to indefinitely idle our Conshohocken, Riverdale and Steelton facilities in the second quarter of 2025 and the indefinite idle of our Weirton tinplate production facility in the first quarter of 2024.

Based on funding requirements, we made $ 22 million and $ 51 million of defined benefit pension contributions for the three and nine months ended September 30, 2025, respectively.

Based on funding requirements, we made $ 75 million and $ 91 million of defined benefit pension contributions for the three and nine months ended September 30, 2024, respectively.

Based on funding requirements, we made no contributions to our voluntary employee benefit association trust plans for any of the three and nine months ended September 30, 2025 and 2024.

Based on funding requirements, we made $ 13 million and $ 15 million of defined benefit pension contributions for the three months ended March 31, 2026 and 2025, respectively.

Based on funding requirements, we made no contributions to our voluntary employee benefit association trust plans for both the three months ended March 31, 2026 and 2025.

NOTE 9 - STOCK COMPENSATION PLANS

PERFORMANCE SHARES

During the first quarter of 2026, we issued market stock units under our 2021 Equity Plan.

The structure and performance metric for these units were modified as compared to prior performance share awards granted under our 2021 Equity Plan.

The market stock units granted during the first quarter of 2026 vest over a period of three years and are intended to be paid out in common shares.

Performance is measured based on a trailing 30-day volume-weighted average of our stock price at the end of the performance period, measured against the grant‑date stock price of $ 10.55 per share.

The number of shares that will ultimately be earned at the end of the performance period will vary based on the level of absolute stock price appreciation or depreciation, subject to a payout range of 50 % to 150 % of the target number of market stock units granted.

Approximately 2.8 million market stock units were granted during the first quarter of 2026.

Under the terms of these market stock units, certain retirement-eligible members of management become entitled to accelerated vesting upon retirement on or after December 31, 2026.

As a result, the Company will recognize expense for such market stock units granted over the required service period, and these market stock units granted will be treated as fully vested at December 31, 2026.

We value our market stock units using a Monte Carlo simulation on the grant date.

The simulation models the Company’s future stock price over the performance period and incorporates the payout provisions of the award based on absolute stock price performance.

The fair value reflects the probability‑weighted outcomes of the performance condition, including applicable caps and floors on payout.

The expected term of the grant represents the period from the grant date to the end of the performance period.

We estimate the volatility of our common shares using daily historical stock price data over a period commensurate with the performance period.

The risk‑free interest rate is based on the rate in effect at the grant date for U.S.

Treasury securities with a maturity consistent with the remaining performance period.

RESTRICTED STOCK UNITS

During the first quarter of 2026, the number of stock-settled restricted stock units granted were reduced to a nominal level as compared to the prior period in 2025.

NOTE 10 - INCOME TAXES

Our income tax benefit for the three and nine months ended September 30, 2025 is $ 78 million and $ 375 million, respectively, compared to income tax benefit of $ 76 million and $ 100 million, respectively, for the three and nine months ended September 30, 2024.

This increase is primarily due to an increase in Loss from continuing operations before income taxes and the impact of immaterial discrete items relative to those losses.

Our income tax benefit for the three months ended March 31, 2026 is $ 81 million, compared to income tax benefit of $ 149 million, for the three months ended March 31, 2025.

This decrease is primarily due to a decrease in Loss from continuing operations before income taxes and the impact of immaterial discrete items relative to those losses .

NOTE 11 - ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS

7 unchanged sentences

The following is a summary of our asset retirement obligations:

(In millions) September 30,

(In millions) March 31,

2026 December 31,

2 unchanged sentences

Long-term asset retirement obligations $ 589 $ 581

1 Includes $ 310 million and $ 302 million related to our active operations as of September 30, 2025 and December 31, 2024, respectively.

1 Includes $ 380 million and $ 375 million related to our active operations as of March 31, 2026 and December 31, 2025, respectively.

The following is a roll-forward of our asset retirement obligations:

2 unchanged sentences

Accretion expense 9 7

Revision in estimated cash flows 4 49

Remediation payments ( 3 ) ( 8 )

Asset retirement obligations as of September 30 $ 535 $ 501

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.

Asset retirement obligations as of March 31 $ 605 $ 525

ENVIRONMENTAL OBLIGATIONS

5 unchanged sentences

The following is a summary of our environmental obligations:

(In millions) September 30,

(In millions) March 31,

2026 December 31,

6 unchanged sentences

A summary of the carrying value and fair value of other financial instruments were as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions) Valuation Hierarchy Classification Carrying

5 unchanged sentences

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 bankruptcy.

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

In connection with the acquisition of Stelco, we 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.

4 unchanged sentences

Beginning balance as of January 1 $ ( 169 ) $ ( 188 )

Change in fair value ( 8 )

Total expense included in earnings ( 3 ) ( 2 )

Foreign currency translation 2 —

Ending balance as of September 30 $ ( 183 )

Ending balance as of March 31 $ ( 165 ) $ ( 185 )

MINNTAC OPTION

3 unchanged sentences

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 Unaudited Condensed Consolidated Financial Position.

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

This option is recorded as a derivative instrument at fair value on a recurring basis and included within Other current assets as of March 31, 2026 and Other non-current assets as of December 31, 2025 on the Statements of Unaudited Condensed 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 on the Statements of Unaudited Condensed Consolidated Operations .

The fair value of the derivative asset is estimated using the Black-Scholes option pricing model, which incorporates observable or unobservable inputs for risk-free interest rates, foreign exchange rates, commodity prices, discount rates, corresponding market volatility levels and other market-based pricing factors.

3 unchanged sentences

Beginning balance as of January 1 $ 54 $ 95

Change in fair value ( 34 )

Total expense included in earnings ( 10 ) ( 9 )

Foreign currency translation ( 1 ) —

Ending balance as of September 30 $ 65

Ending balance as of March 31 $ 43 $ 86

NOTE 13 - 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.

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.

5 unchanged sentences

Notional Amount

Hedge Contract Type Classification Unit of Measure Maturity Dates September 30,

Hedge Contract Classification Unit of Measure Hedged Periods March 31,

2026 December 31,

Natural Gas Commodity purchase swaps MMBtu October 2025 -

August 2028 125,450,000 143,250,000

Electricity Commodity purchase swaps Megawatt hours October 2025 -

July 2028 2,276,561 3,224,227

At September 30, 2025, we estimate $ 33 million of net losses related to our commodity purchase swaps will be reclassified from Accumulated other comprehensive income into Cost of goods sold during the next 12 months.

This estimate is based on September 30, 2025 fair values, some of which will change before their actual reclassification into Cost of goods sold.

Natural Gas Commodity purchase swaps MMBtu April 2026 - December 2028 137,225,000 139,300,000

Electricity Commodity purchase swaps Megawatt hours April 2026 - December 2028 1,868,208 1,974,380

HRC Sales swaps Net tons April 2026 - December 2026 375,300 220,220

At March 31, 2026, we estimate $ 10 million of net losses related to our commodity purchase swaps and $ 40 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.

This estimate is based on March 31, 2026 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 outstanding cash flow hedges and the classification in the Statements of Unaudited Condensed Consolidated Financial Position:

Balance Sheet Location (In millions) September 30,

Balance Sheet Location (In millions) March 31,

2026 December 31,

5 unchanged sentences

SHARE REPURCHASE PROGRAM

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.

During the second quarter of 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.

During the second quarter of 2024, our Board of Directors authorized a 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.

During the three and nine months ended September 30, 2025 and the three months ended September 30, 2024, we did not repurchase any common shares.

During the nine months ended September 30, 2024, we repurchased 37.9 million common shares at an aggregate cost of $ 733 million, excluding any excise tax due under the Inflation Reduction Act of 2022.

As of September 30, 2025, there was $ 1.4 billion remaining authorization under our active share repurchase program.

During both the three months ended March 31, 2026 and 2025, we did not repurchase any common shares.

As of March 31, 2026, there was $ 1.4 billion remaining authorization under our active share repurchase program.

PREFERRED STOCK

1 unchanged sentence

No preferred shares are issued or outstanding.

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.

NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2026 2025

7 unchanged sentences

Beginning balance $ ( 15 ) $ ( 53 )

Other comprehensive loss before reclassifications ( 41 ) ( 36 ) ( 33 ) ( 67 )

Other comprehensive income (loss) before reclassifications ( 21 ) 101

Income tax 5 ( 24 )

Other comprehensive loss before reclassifications, net of tax ( 31 ) ( 27 ) ( 25 ) ( 50 )

Losses reclassified from AOCI to net loss 1

Income tax benefit 2

( 4 ) ( 9 ) ( 20 ) ( 39 )

Net losses reclassified from AOCI to net loss 12 29 62 119

Other comprehensive income (loss) before reclassifications, net of tax ( 16 ) 77

Losses (gains) reclassified from AOCI to Revenues

Losses (gains) reclassified from AOCI to Cost of goods sold

Income tax expense (benefit) 1

Net losses (gains) reclassified from AOCI to net income ( 8 ) 24

Ending balance $ ( 39 ) $ 48

1 unchanged sentence

Beginning balance $ 1,490 $ 1,660

Gains reclassified from AOCI to net loss 3

Losses (gains) reclassified from AOCI to net income 2

( 31 ) ( 35 )

Income tax expense 2

Net gains reclassified from AOCI to net loss ( 26 ) ( 29 ) ( 78 ) ( 86 )

Income tax expense (benefit) 1

Net losses (gains) reclassified from AOCI to net income ( 23 ) ( 27 )

Ending balance $ 1,467 $ 1,633

Total AOCI Ending Balance $ 1,425 $ 1,612

1 Amounts recognized in Revenues and Cost of goods sold for sales swaps and commodity purchase swaps, respectively, within the Statements of Unaudited Condensed Consolidated Operations.

1 Amounts recognized in Income tax benefit in the Statements of Unaudited Condensed Consolidated Operations.

4 unchanged sentences

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 $ 18 million and $ 47 million for the three and nine months ended September 30, 2025, respectively, compared to $ 14 million and $ 38 million for the three and nine months ended September 30, 2024, respectively, that was included in our consolidated Loss from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 3 million for the nine months ended September 30, 2025, compared to $ 20 million for the nine months ended September 30, 2024, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Unaudited Condensed Consolidated Cash Flows.

SunCoke Middletown had income before income taxes of $ 9 million and $ 15 million for the three months ended March 31, 2026 and 2025, respectively, which was included in our consolidated Loss from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 1 million and a nominal amount for the three months ended March 31, 2026 and 2025, respectively, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Unaudited Condensed Consolidated Cash Flows.

The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not obligations of the Company.

1 unchanged sentence

The Statements of Unaudited Condensed Consolidated Financial Position includes the following amounts for SunCoke Middletown:

(In millions) September 30,

(In millions) March 31,

2026 December 31,

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In millions, except per share amounts) 2026 2025

16 unchanged sentences

$ ( 0.42 ) $ ( 1.01 )

1 Excluded from the diluted EPS calculation are anti-dilutive shares related to employee stock plans.

For both the three and nine months ended September 30, 2025, 3 million shares were excluded.

For both the three and nine months ended September 30, 2024, 2 million shares were excluded.

1 For both the three months ended March 31, 2026 and 2025, 2 million potentially dilutive shares were excluded from the computation of diluted EPS because their effect would have been anti-dilutive.

NOTE 18 - COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

We use surety bonds and letters of credit to provide financial assurance for certain obligations and statutory requirements.

As of September 30, 2025, we had $ 270 million of surety-backed letters of credit and surety bonds outstanding.

Additionally, as of September 30, 2025, we had $ 63 million of outstanding letters of credit issued under our ABL Facility.

As of March 31, 2026, we had $ 300 million of surety-backed letters of credit and surety bonds outstanding.

Additionally, as of March 31, 2026, we had $ 48 million of outstanding letters of credit issued under our ABL Facility.

CONTINGENCIES

36 unchanged sentences

NOTE 19 - SUBSEQUENT EVENTS

On October 3, 2025, we redeemed all $ 685 million aggregate principal amount of our 5.875% 2027 Senior Notes, 7.000% 2027 Senior Notes, and 7.000% 2027 AK Senior Notes with a portion of the net proceeds from the issuance of our 7.625% 2034 Senior Notes issued in September 2025.

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

The net proceeds were used to repay borrowings under our ABL Facility.

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

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

What changed 10-Q

Item 1. Financial Statements