Offerings // CLEVELAND-CLIFFS INC.

CLF offering history

Every offering-related filing in CLEVELAND-CLIFFS INC.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 1,001 filings back to Apr 7, 2015.

Last executed offering

Oct 30, 2025

424B5 — priced deal (shares or notes)

Last registration (announced)

Oct 29, 2025

S-3ASR — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Oct 30, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Oct 29, 2025	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Oct 29, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 14, 2023	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Mar 25, 2021	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 25, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Feb 10, 2021	424B7 →	UPDATE	Resale prospectus — existing holders registering to sell
Feb 9, 2021	424B7 →	UPDATE	Resale prospectus — existing holders registering to sell
Dec 9, 2020	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Sep 28, 2020	8-K →	EXECUTED	Unregistered share sale disclosed (8-K item 3.02)
Mar 27, 2020	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 27, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Mar 20, 2020	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Feb 4, 2020	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Feb 4, 2020	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Mar 29, 2018	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Mar 29, 2018	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 6, 2017	FWP →	MARKETING	Free-writing prospectus — offering being marketed
Dec 6, 2017	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 4, 2017	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 13, 2017	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Feb 9, 2017	S-3ASR →	REGISTERED	Automatic shelf registration — effective immediately (large filers)
Feb 9, 2017	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Aug 12, 2016	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Aug 10, 2016	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Aug 4, 2016	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Jun 16, 2016	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet

CLF offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full CLF workspace →

CLF offering FAQ

When did CLF last execute an offering?

Per SEC filings, CLEVELAND-CLIFFS INC.'s most recent priced offering document is a 424B5 filed 2025-10-30. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did CLF last announce or register an offering?

The most recent registration is a S-3ASR filed 2025-10-29. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.