Current Report · Items 8.01, 9.01 · 8-K

Cleveland-Cliffs Inc.

CLFNYSEEQUITYCurrent

Other Events

Filed Oct 7, 2025Accepted Oct 7, 2025, 5:16 PM EDTCIK 764065Accession 0000764065-25-000142

Company context

Cleveland-Cliffs is a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. The Company is 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, Cleveland-Cliffs employs approximately 25,000 people across its operations in the United States and Canada.

Current securities

CLFNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. On October 7, 2025, Cleveland-Cliffs Inc. (the “Company”) announced that it launched and priced a private offering of an additional $275 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 (the “Additional Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be an issuance of the Company’s existing 7.625% Senior Guaranteed Notes due 2034 and will be issued as additional notes under the indenture dated as of September 8, 2025, pursuant to which the Company previously issued $850 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 (the “Initial Notes”). The Additional Notes will be issued at a price of 102.75% of their principal amount. The Additional Notes will be treated as the same class and series as, and otherwise identical to, the Initial Notes other than with respect to the date of issuance and issue price. The Additional Notes offering is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions. A copy of the launch and pricing press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the Additional Notes or any other securities. The Additional Notes will not be, and have not been, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Filed exhibits (2)

EX-99.1 (by filename) a20251007-8xkxex991.htm

EX-99.1 2 a20251007-8xkxex991.htm EX-99.1 a20251007-8xkxex991 NEWS RELEASE Cleveland-Cliffs Inc. Announces Proposed Offering of an Additional $200 Million of Senior Unsecured Guaranteed Notes due 2034 CLEVELAND - October 7, 2025 - Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it intends to offer to sell, subject to market and other conditions, an additional $200 million aggregate principal amount of Senior Unsecured Guaranteed Notes due 2034 (the “Additional Notes”) in an offering (the “Additional Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be an issuance of Cliffs’ existing 7.625% Senior Unsecured Guaranteed Notes due 2034 and will be issued as additional notes under the indenture dated as of September 8, 2025 pursuant to which Cliffs previously issued $850 million aggregate principal amount of 7.625% Senior Unsecured Guaranteed Notes due 2034 (the “Initial Notes”). The Additional Notes will be of the same class and series as, and otherwise identical to, the Initial Notes other than with respect to the date of issuance and issue price. The Additional Note…

Open exhibit ↗

EX-99.2 (by filename) a20251007-8xkxex992.htm

EX-99.2 3 a20251007-8xkxex992.htm EX-99.2 a20251007-8xkxex992 NEWS RELEASE Cleveland-Cliffs Inc. Announces Upsizing and Pricing of an Additional $275 Million of Senior Unsecured Guaranteed Notes due 2034 CLEVELAND - October 7, 2025 - Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) announced today that it has upsized and priced an additional $275 million aggregate principal amount of Senior Unsecured Guaranteed Notes due 2034 (the “Additional Notes”) in an offering (the “Additional Notes Offering”) that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be issued at a price of 102.750% of their principal amount, an implied yield of 6.992%. The Additional Notes will be guaranteed on a senior unsecured basis by Cliffs’ material direct and indirect wholly-owned domestic subsidiaries, other than certain excluded subsidiaries. The Additional Notes Offering is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions. Cliffs intends to use the net proceeds from the Additional Notes Offering to repay borrowings under its asset-based lending facility. This news release does n…