Cleveland-Cliffs Inc SEC Filings

Cleveland-Cliffs Inc. is offering 75,000,000 common shares in a primary underwritten transaction. The underwriter agreed to purchase the shares at $12.69 per share, resulting in $951,750,000 of proceeds to the company before expenses. The company estimates net proceeds of approximately $950.9 million and granted a 30‑day option for up to 11,250,000 additional shares at the same price.

The company plans to use proceeds to repay borrowings under its ABL Facility, with any remainder for general corporate purposes. Common shares outstanding were 494,707,468 as of October 22, 2025, and are expected to be 569,707,468 after this offering, or 580,957,468 if the option is fully exercised. CLF shares trade on the NYSE; the last reported sale price was $14.09 on October 28, 2025.

Cleveland-Cliffs Inc. launched a primary offering of 75,000,000 common shares under a preliminary prospectus supplement. The sole underwriter is UBS Securities LLC, which also has a 30-day option to purchase up to an additional 11,250,000 shares.

The company states it intends to use the net proceeds to repay borrowings under its asset-based revolving credit facility. As of October 24, 2025, borrowings under the ABL Facility were approximately $1,471 million at a weighted average interest rate of 5.86% per year.

Shares outstanding were 494,707,468 as of October 22, 2025. The company estimates 569,707,468 shares outstanding immediately after this offering, or 580,957,468 if the underwriter’s option is exercised in full. The common shares trade on the NYSE under the symbol CLF.

Cleveland-Cliffs Inc. filed a shelf registration statement on Form S-3, allowing it to offer and sell, from time to time, common shares, preferred stock, depositary shares, warrants, subscription rights, debt securities, and units. Specific terms and amounts will be set in future prospectus supplements.

The company states potential uses of proceeds include general corporate purposes such as reducing or refinancing debt, adding working capital, funding capital expenditures, making strategic investments, and repurchasing common shares. Sales may occur through underwriters, dealers, agents, direct sales, rights offerings, or “at the market” offerings as permitted.

CLF’s common shares trade on the NYSE under “CLF.” Investors should review incorporated risk factors referenced from recent 10-K, 10-Q, and 8-K filings when any specific offering is announced.

Cleveland-Cliffs Inc. reported a Q3 2025 net loss of $234 million on revenues of $4,734 million, modestly higher than $4,569 million a year ago. Cost inflation and higher interest expense drove an operating loss of $204 million and total other expense of $105 million. For the first nine months, revenues were $14,297 million and the net loss widened to $1,193 million versus $280 million in 2024.

Operating cash flow turned negative at $449 million for the nine months, compared with $577 million provided last year, while capital expenditures were $421 million. Long-term debt rose to $8,039 million, reflecting new $850 million 7.500% 2031 notes and $850 million 7.625% 2034 notes, with an additional $275 million of 2034 notes issued on October 10. The company issued notices to redeem 2027 notes totaling $685 million on October 3. Liquidity remains supported by the ABL Facility with $3,062 million of borrowing capacity available. Integration of the Stelco acquisition continued, with preliminary purchase accounting including $1,025 million of identifiable intangibles and $789 million of goodwill. Indefinite idling actions led to $39 million of asset impairment and $245 million of idled facilities charges year-to-date.

Cleveland-Cliffs Inc. furnished an 8-K announcing it issued a news release with third-quarter 2025 results for the quarter ended September 30, 2025. The news release is provided as Exhibit 99.1.

The information in this report, including Exhibit 99.1, is being furnished and is not deemed filed under the Exchange Act unless specifically incorporated by reference in a subsequent filing.

Cleveland-Cliffs (CLF) reported a director equity transaction. On 10/01/2025, the director received 1,608 common shares at $12.44 as part of the Nonemployee Director Retainer Share Election Program (50% election), and 482 shares were surrendered at $12.44 to cover taxes. Following these transactions, 256,245 shares were owned directly, with 29,361 shares held indirectly by a personal company.

Jane M. Cronin, a director of Cleveland-Cliffs Inc. (CLF), reported a Section 16 transaction on 10/01/2025. She acquired 3,215 common shares at a price of $12.44 each as payment of her quarterly nonemployee director retainer under the company's Nonemployee Director Retainer Share Election Program, in which she elected to participate at 100%. After this issuance, she beneficially owns 51,230 common shares. The Form 4 was signed by James D. Graham by power of attorney on 10/03/2025. The filing discloses a routine director compensation share issuance and does not include any cash sale, option exercise, or derivative transactions.