Cleveland-Cliffs Enters Material Definitive Agreement
Ticker: CLF · Form: 8-K · Filed: Sep 8, 2025 · CIK: 764065
| Field | Detail |
|---|---|
| Company | Cleveland-Cliffs Inc. (CLF) |
| Form Type | 8-K |
| Filed Date | Sep 8, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.125, $850,000,000, $685 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
Cliffs just signed a big deal with a new financial obligation.
AI Summary
On September 8, 2025, Cleveland-Cliffs Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing does not specify the counterparty or the exact nature of the obligation, but it is a significant event requiring disclosure.
Why It Matters
This filing indicates Cleveland-Cliffs Inc. has entered into a significant new agreement that creates a financial obligation, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The creation of a new material definitive agreement and financial obligation introduces potential risks related to the terms, performance, and financial impact of this undisclosed arrangement.
Key Players & Entities
- CLEVELAND-CLIFFS INC. (company) — Registrant
- September 8, 2025 (date) — Date of Report
FAQ
What is the nature of the material definitive agreement entered into by Cleveland-Cliffs Inc.?
The filing states that Cleveland-Cliffs Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in this summary.
What is the direct financial obligation created by this agreement?
The filing confirms the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant, but the specific amount and terms are not detailed.
Who is the counterparty to this material definitive agreement?
The filing does not disclose the name of the other party involved in the material definitive agreement.
What is the effective date of this agreement?
The earliest event reported is dated September 8, 2025, which is also the date of the report and the date as of which the change is reported.
Does this agreement affect Cleveland-Cliffs Inc.'s financial statements?
Yes, the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement indicates a potential impact on the company's financial statements.
Filing Stats: 1,266 words · 5 min read · ~4 pages · Grade level 13.6 · Accepted 2025-09-08 17:17:01
Key Financial Figures
- $0.125 — h registered: Common Shares, par value $0.125 per share CLF New York Stock Exchange
- $850,000,000 — land-Cliffs Inc. (the "Company") issued $850,000,000 aggregate principal amount of 7.625% Se
- $685 million — eds from the Notes to redeem all of the $685 million combined aggregate principal amount of
Filing Documents
- clf-20250908.htm (8-K) — 34KB
- 0000764065-25-000128.txt ( ) — 153KB
- clf-20250908.xsd (EX-101.SCH) — 2KB
- clf-20250908_lab.xml (EX-101.LAB) — 22KB
- clf-20250908_pre.xml (EX-101.PRE) — 13KB
- clf-20250908_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 8, 2025, Cleveland-Cliffs Inc. (the "Company") issued $850,000,000 aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 (the "Notes") in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the "Securities Act"). The Notes have not been, and will not be, 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 of the Securities Act. The Notes were issued pursuant to an indenture, dated as of September 8, 2025 (the "Indenture"), among the Company, the guarantors party thereto (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes bear interest at an annual rate of 7.625%. Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026. The Notes will mature on January 15, 2034. The Notes are the Company's general unsecured senior obligations and rank equally in right of payment with all of the Company's existing and future unsecured senior indebtedness and will rank senior in right of payment to all of the Company's existing and future subordinated indebtedness. The Notes are effectively subordinated to the Company's existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are guaranteed on an unsecured senior basis by the Company's material direct and indirect whollyowned domestic subsidiaries and, therefore, are structurally senior to any of the Company's 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 the Company's subsidiaries that do not guarantee the Notes. The terms of the Notes are governed by the Indenture. The Inden
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLEVELAND-CLIFFS INC. Date: September 8, 2025 By: /s/ James D. Graham Name: James D. Graham Title: Executive Vice President, Chief Legal and Administrative Officer & Secretary 4