SEC Form 10-Q filed by Cleveland-Cliffs Inc.

4/21/26 4:43:08 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-8944

CLEVELAND-CLIFFS INC.

(Exact Name of Registrant as Specified in Its Charter)

Ohio

34-1464672

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

200 Public Square,

Cleveland,

Ohio

44114-2315

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (216) 694-5700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares, par value $0.125 per share

CLF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of the registrant’s common shares, par value $0.125 per share, was 570,414,657 as of April 21, 2026.

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TABLE OF CONTENTS

Page Number

DEFINITIONS

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

ITEM 1A.

RISK FACTORS

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 5.

OTHER INFORMATION

ITEM 6.

EXHIBITS

SIGNATURES

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DEFINITIONS

The following abbreviations or acronyms are used in the text. References in this report to the “Company,” “we,” “us,” “our,” "Cleveland-Cliffs" and “Cliffs” are to Cleveland-Cliffs Inc. and subsidiaries, collectively. References to “$” is to United States currency, unless otherwise stated.


Abbreviation or acronym						Term
2021 Equity Plan						Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan
ABL Facility						Asset-Based Revolving Credit Agreement, dated as of March 13, 2020, which matures the earlier of June 9, 2028, or 91 days prior to the maturity of certain other material debt, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, as amended as of March 27, 2020, December 9, 2020, December 17, 2021, June 9, 2023, July 31, 2024, and September 13, 2024, and as may be further amended from time to time
Adjusted EBITDA						EBITDA, excluding certain items such as EBITDA from noncontrolling interests; idled facilities credits (charges); currency exchange; changes in fair value of derivatives, net; gain (loss) on disposal of assets, net; amortization of inventory step-up; and other, net.
AI						Artificial intelligence
AOCI						Accumulated other comprehensive income (loss)
ASU						Accounting Standards Update
BOF						Basic oxygen furnace
CERCLA						Comprehensive Environmental Response, Compensation and Liability Act of 1980
CODM						Chief Operating Decision Maker
CO2e						Carbon dioxide equivalent
Dodd-Frank Act						Dodd-Frank Wall Street Reform and Consumer Protection Act
EAF						Electric arc furnace
EBITDA						Earnings before interest, taxes, depreciation and amortization
EPA						U.S. Environmental Protection Agency
EPS						Earnings per share
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
GAAP						Accounting principles generally accepted in the United States
GHG						Greenhouse gas
GOES						Grain oriented electrical steel
HBI						Hot briquetted iron
HRC						Hot-rolled coil steel
IAM						International Association of Machinists and Aerospace Workers
Long ton (lt)						2,240 pounds
Metric ton (mt)						2,205 pounds
MMBtu						Million British Thermal Units
Net ton (nt)						2,000 pounds
NOES						Non-oriented electrical steel
OPEB						Other postretirement benefits
POSCO						POSCO Holdings Inc., a publicly traded South Korean steel manufacturer headquartered in Pohang, South Korea
RCRA						Resource Conservation and Recovery Act
SEC						U.S. Securities and Exchange Commission
Section 232						Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974)
Stelco						Stelco Holdings Inc., a Canadian corporation, and its consolidated subsidiaries, collectively, unless stated otherwise or the context indicates otherwise, which continues as Stelco Inc. following the amalgamation of Stelco Holdings Inc., Stelco Inc. and 13421422 Canada Inc. effective November 8, 2024
SunCoke Middletown						Middletown Coke Company, LLC, a subsidiary of SunCoke Energy, Inc.
UAW						United Auto Workers
USW						United Steelworkers
VIE						Variable interest entity

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PART I



ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL POSITION

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


(In millions, except share information)	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	45	$	57
Accounts receivable, net	1,882		1,442
Inventories	4,591		4,772
Other current assets	192		164
Total current assets	6,710		6,435
Non-current assets:
Property, plant and equipment, net	9,345		9,481
Goodwill	1,800		1,814
Intangible assets, net	1,102		1,135
Pension and OPEB assets	515		469
Other non-current assets	643		678
TOTAL ASSETS	$	20,115	$	20,012
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	2,011	$	1,893
Accrued employment costs	457		517
Accrued expenses	346		396
Other current liabilities	509		496
Total current liabilities	3,323		3,302
Non-current liabilities:
Long-term debt	7,763		7,253
Pension and OPEB liabilities	631		655
Deferred income taxes	305		375
Asset retirement and environmental obligations	693		682
Other non-current liabilities	1,381		1,422
TOTAL LIABILITIES	14,096		13,689
Commitments and contingencies (See Note 18)
Equity:
Common shares - par value $0.125 per share
Authorized - 1,200,000,000 shares (2025 - 1,200,000,000 shares);
Issued - 606,051,530 shares (2025 - 606,051,530 shares);
Outstanding - 570,397,492 shares (2025 - 569,759,243 shares)	76		76
Capital in excess of par value of shares	5,732		5,736
Retained deficit	(766)		(529)
Cost of 35,654,038 common shares in treasury (2025 - 36,292,287 shares)	(645)		(659)
Accumulated other comprehensive income	1,425		1,492
Total Cliffs shareholders' equity	5,822		6,116
Noncontrolling interests	197		207
TOTAL EQUITY	6,019		6,323
TOTAL LIABILITIES AND EQUITY	$	20,115	$	20,012

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

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED OPERATIONS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


	Three Months Ended March 31,
(In millions, except per share amounts)		2026		2025
Revenues		$	4,922	$	4,629
Operating costs:
Cost of goods sold		(5,004)		(5,025)
Selling, general and administrative expenses		(125)		(133)
Restructuring and other charges		—		(3)
Miscellaneous – net		(6)		(11)
Total operating costs		(5,135)		(5,172)
Operating loss		(213)		(543)
Other income (expense):
Interest expense, net		(148)		(140)
Net periodic benefit credits other than service cost component		64		57
Changes in fair value of derivatives, net		(10)		(9)

Total other expense		(94)		(92)
Loss from continuing operations before income taxes		(307)		(635)
Income tax benefit		81		149
Loss from continuing operations		(226)		(486)
Loss from discontinued operations, net of tax		(3)		—
Net loss		(229)		(486)
Net income attributable to noncontrolling interests		(8)		(12)
Net loss attributable to Cliffs shareholders		$	(237)	$	(498)

Loss per common share attributable to Cliffs shareholders - basic
Continuing operations		$	(0.42)	$	(1.01)
Discontinued operations		—		—
		$	(0.42)	$	(1.01)

Loss per common share attributable to Cliffs shareholders - diluted
Continuing operations		$	(0.42)	$	(1.01)
Discontinued operations		—		—
		$	(0.42)	$	(1.01)

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

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED COMPREHENSIVE LOSS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


	Three Months Ended March 31,
(In millions)		2026		2025
Net loss		$	(229)	$	(486)
Other comprehensive income (loss):
Changes in pension and OPEB, net of tax		(23)		(27)
Changes in derivative instruments, net of tax		(24)		101
Changes in foreign currency translation		(20)		1
Total other comprehensive income (loss)		(67)		75
Comprehensive loss		(296)		(411)
Comprehensive income attributable to noncontrolling interests		(8)		(12)
Comprehensive loss attributable to Cliffs shareholders		$	(304)	$	(423)

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

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CASH FLOWS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


	Three Months Ended March 31,
(In millions)	2026		2025
OPERATING ACTIVITIES
Net loss	$	(229)	$	(486)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation, depletion and amortization	259		282
Pension and OPEB credits	(55)		(48)
Deferred income taxes	(85)		(153)
Restructuring and other charges	—		3
Other	57		62
Changes in operating assets and liabilities:
Accounts receivable, net	(441)		(223)
Inventories	174		182
Income taxes	4		7
Pension and OPEB payments and contributions	(51)		(43)
Payables, accrued employment and accrued expenses	41		62
Other, net	1		4
Net cash used by operating activities	(325)		(351)
INVESTING ACTIVITIES
Purchase of property, plant and equipment	(152)		(152)
Other investing activities	12		7
Net cash used by investing activities	(140)		(145)
FINANCING ACTIVITIES
Proceeds from issuance of senior notes	—		850

Borrowings (repayments) under ABL Facility, net	507		(305)
Debt issuance costs	—		(13)
Other financing activities	(53)		(33)
Net cash provided by financing activities	454		499
Net increase (decrease) in cash and cash equivalents	(11)		3

Cash, cash equivalents, and restricted cash at beginning of period	63		60
Effect of exchange rate changes on cash	—		—
Cash, cash equivalents, and restricted cash at end of period	52		63

Restricted cash	(7)		(6)

Cash and cash equivalents at end of period	$	45	$	57

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

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STATEMENTS OF UNAUDITED CONDENSED CONSOLIDATED CHANGES IN EQUITY

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES


(In millions)	Number of Common Shares Outstanding	Par Value of Common Shares Issued		Capital in Excess of Par Value of Shares		Retained Earnings (Deficit)		Common Shares in Treasury		AOCI		Non-Controlling Interest		Total
December 31, 2025	569.8	$	76	$	5,736	$	(529)	$	(659)	$	1,492	$	207	$	6,323
Comprehensive income (loss)	—	—		—		(237)		—		(67)		8		(296)
Stock and other incentive plans	0.6	—		(4)		—		14		—		—		10
Net distributions to noncontrolling interests	—	—		—		—		—		—		(18)		(18)
March 31, 2026	570.4	$	76	$	5,732	$	(766)	$	(645)	$	1,425	$	197	$	6,019


(In millions)	Number of Common Shares Outstanding	Par Value of Common Shares Issued		Capital in Excess of Par Value of Shares		Retained Earnings (Deficit)		Common Shares in Treasury		AOCI		Non-Controlling Interest		Total
December 31, 2024	493.9	$	66	$	4,758	$	949	$	(676)	$	1,537	$	233	$	6,867
Comprehensive income (loss)	—	—		—		(498)		—		75		12		(411)

Stock and other incentive plans	0.6	—		(2)		—		12		—		—		10
Net distributions to noncontrolling interests	—	—		—		—		—		—		(15)		(15)
March 31, 2025	494.5	$	66	$	4,756	$	451	$	(664)	$	1,612	$	230	$	6,451

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CLEVELAND-CLIFFS INC. AND SUBSIDIARIES

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BUSINESS, CONSOLIDATION AND PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with SEC rules and regulations and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations, comprehensive income (loss), cash flows and changes in equity for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; 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 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. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

NATURE OF BUSINESS

We are a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. We are 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, we employ approximately 25,000 people across our operations in the United States and Canada. More than 90% of our approximately 20,000 hourly workforce is represented by three prominent unions – USW, UAW and IAM.

BUSINESS OPERATIONS

We are organized into four operating segments based on differentiated products, Steelmaking, Tubular, Tooling and Stamping, and European Operations. We primarily operate through one reportable segment – the Steelmaking segment.

BASIS OF CONSOLIDATION

The consolidated financial statements consolidate our accounts and the accounts of our wholly owned subsidiaries, all subsidiaries in which we have a controlling interest and VIEs for which we are the primary beneficiary. All intercompany transactions and balances are eliminated upon consolidation.

INVESTMENTS IN AFFILIATES

We have investments in several businesses accounted for using the equity method of accounting. These investments are included within our Steelmaking segment. 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 $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

During the third quarter of 2025, we identified an immaterial error related to our accrual for certain employment costs, resulting in an understatement of Costs of goods sold in prior periods. 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 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 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

A detailed description of our significant accounting policies can be found in the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. There have been no material changes in our significant accounting policies and estimates from those disclosed therein.

RECENT ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS - ISSUED AND NOT EFFECTIVE

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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

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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.

NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION

INVENTORIES

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


(In millions)	March 31, 2026		December 31, 2025
Product inventories
Finished and semi-finished goods	$	2,379	$	2,401
Raw materials	1,692		1,848
Total product inventories	4,071		4,249
Manufacturing supplies and critical spares	520		523
Inventories	$	4,591	$	4,772

SUPPLY CHAIN FINANCE PROGRAMS

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 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. The supply chain finance programs allow our suppliers to be paid by the financial intermediaries earlier than the due date on the applicable invoice. Supply chain finance programs that extend terms or provide us an economic benefit are classified as short-term financings. 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		Total
Balance as of December 31, 2025	$	70	$	8	$	78

Cash payments	(13)		(1)		(14)

Balance as of March 31, 2026	$	57	$	7	$	64

CASH FLOW INFORMATION

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


	Three Months Ended March 31,
(In millions)	2026		2025
Capital additions	$	126	$	129
Less:
Non-cash accruals	(37)		(68)
Equipment financed with seller	5		16
Right-of-use assets - finance leases	6		29
Cash paid for capital expenditures including deposits	$	152	$	152

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


	Three Months Ended March 31,
(In millions)	2026		2025
Income taxes paid	$	1	$	1
Income tax refunds	(4)		(5)
Interest paid on debt obligations net of capitalized interest1	138		77

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

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NOTE 3 - REVENUES

We generate our revenue through product sales, in which shipping terms indicate when we have fulfilled our performance obligations and transferred control of products to our customer. Our revenue transactions consist of a single performance obligation to transfer promised goods. Our contracts with customers define the mechanism for determining the sales price, which is generally fixed upon transfer of control, but the contracts generally do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions we receive from the customer. Spot market sales are made through purchase orders or other written instructions. We consider our performance obligation to be complete and recognize revenue when control transfers in accordance with shipping terms.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring product. We reduce the amount of revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets we serve. Sales taxes collected from customers are excluded from revenues. Revenue by market and product are presented net of intersegment revenues.

The following table represents our Revenues by market:


	Three Months Ended March 31,
(In millions)		2026		2025
Steelmaking
Direct automotive		$	1,368	$	1,297
Infrastructure and manufacturing		1,374		1,354
Distributors and converters		1,463		1,228
Steel producers		552		588
Total Steelmaking		4,757		4,467
Other Businesses
Direct automotive		138		130
Infrastructure and manufacturing		9		10
Distributors and converters		18		22
Total Other Businesses		165		162
Total revenues		$	4,922	$	4,629

The following tables represent our Revenues by product line:


	Three Months Ended March 31,
(In millions)		2026		2025
Steelmaking
Hot-rolled steel		$	1,410	$	1,166
Cold-rolled steel		637		591
Coated steel		1,431		1,361
Stainless and electrical steel		465		444
Plate steel		254		247
Other steel products		108		247
Other		452		411
Total Steelmaking		4,757		4,467
Other Businesses
Other		165		162
Total revenues		$	4,922	$	4,629

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NOTE 4 - SEGMENT REPORTING

We are 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. We are organized into four operating segments based on our differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations. We have one reportable segment – Steelmaking. The operating segment results of our Tubular, Tooling and Stamping, and European Operations that do not constitute reportable segments are combined and disclosed in the Other Businesses category. Our Steelmaking segment operates as a leading North America-based steel producer with focus on value-added sheet products, primarily serving the automotive, infrastructure and manufacturing, and distributors and converters markets. Our Other Businesses primarily include the operating segments that provide customer solutions with carbon and stainless steel tubing products, advanced-engineered solutions, tool design and build, hot- and cold-stamped steel components, and complex assemblies. All intersegment transactions were eliminated in consolidation. Corporate assets and capital additions are primarily related to and support the operations of the Steelmaking segment and therefore have been incorporated within the Steelmaking segment total assets and capital additions below. We allocate Corporate Selling, general and administrative expenses to our operating segments.

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. In addition, our CODM believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to service debt and fund future capital expenditures in the business.

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 March 31, 2026
(In millions)	Steelmaking		Other Businesses		Eliminations		Total
Revenues	$	4,797	$	167	$	(42)	$	4,922
Cost of goods sold	(4,892)		(154)		42		(5,004)
Selling, general and administrative expenses	(117)		(8)		—		(125)
Net periodic benefit credits other than service cost component	64		—		—		64
Excluding depreciation, depletion and amortization	251		8		—		259
Other segment items1	(23)		2		—		(21)
Total Adjusted EBITDA	$	80	$	15	$	—	$	95

Interest expense, net							(148)
Income tax benefit							81
Depreciation, depletion and amortization							(259)
EBITDA from noncontrolling interests2							15
Idled facilities credits							10
Currency exchange							(14)
Changes in fair value of derivatives, net							(10)
Gain on disposal of assets, net							7
Other, net							(6)
Net loss							$	(229)

Capital Additions	$	124	$	2	$	—	$	126

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.

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	Three Months Ended March 31, 2025
(In millions)	Steelmaking		Other Businesses		Eliminations		Total
Revenues	$	4,495	$	162	$	(28)	$	4,629
Cost of goods sold	(4,900)		(153)		28		(5,025)
Selling, general and administrative expenses	(126)		(7)		—		(133)
Net periodic benefit credits other than service cost component	57		—		—		57
Excluding depreciation, depletion and amortization	274		8		—		282
Other segment items1	11		—		—		11
Total Adjusted EBITDA	$	(189)	$	10	$	—	$	(179)

Interest expense, net							(140)
Income tax benefit							149
Depreciation, depletion and amortization							(282)
EBITDA from noncontrolling interests2							18
Idled facilities charges							(44)
Currency exchange							(2)
Changes in fair value of derivatives, net							(9)
Loss on disposal of assets, net							(2)
Amortization of inventory step-up							7
Other, net							(2)
Net loss							$	(486)

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)	March 31, 2026		December 31, 2025
Assets:
Steelmaking	$	19,512	$	19,416
Other Businesses	603		596
Total segment assets	$	20,115	$	20,012

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

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


(In millions)	March 31, 2026		December 31, 2025
Land, land improvements and mineral rights	$	1,463	$	1,463
Buildings	1,196		1,205
Equipment	11,708		11,630
Other	359		357
Construction in progress	666		655
Total property, plant and equipment1	15,392		15,310
Allowance for depreciation and depletion	(6,047)		(5,829)
Property, plant and equipment, net	$	9,345	$	9,481

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.

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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

GOODWILL

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:


	March 31, 2026						December 31, 2025
(In millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Intangible assets1:
Customer relationships	$	1,046	$	(121)	$	925	$	1,058	$	(104)	$	954
Developed technology	60		(22)		38		60		(21)		39
Trade names and trademarks	90		(15)		75		91		(14)		77
Mining permits	72		(30)		42		72		(30)		42
Supplier relationships	29		(7)		22		29		(6)		23
Total intangible assets	$	1,297	$	(195)	$	1,102	$	1,310	$	(175)	$	1,135
Intangible liabilities2:
Above-market supply contracts	$	(71)	$	36	$	(35)	$	(71)	$	35	$	(36)

1 Amortization related to mining permits and supplier relationships is recognized in Cost of goods sold. Amortization of all other intangible assets is recognized in Selling, general and administrative expenses.
2 Intangible liabilities are classified as Other non-current liabilities. Amortization of all intangible liabilities is recognized in Cost of goods sold.

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.

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NOTE 7 - DEBT AND CREDIT FACILITIES

The following represents a summary of our long-term debt:


(In millions)
Debt Instrument	Annual Effective Interest Rate	March 31, 2026		December 31, 2025
Senior Unsecured Notes:
4.625% 2029 Senior Notes	4.625%	368		368
6.875% 2029 Senior Notes	6.875%	900		900
6.750% 2030 Senior Notes	6.750%	750		750
4.875% 2031 Senior Notes	4.875%	325		325
7.500% 2031 Senior Notes	7.500%	850		850
7.000% 2032 Senior Notes	7.054%	1,425		1,425
7.375% 2033 Senior Notes	7.375%	900		900
7.625% 2034 Senior Notes	7.516%	1,125		1,125
6.250% 2040 Senior Notes	6.340%	235		235
ABL Facility	Variable1	959		452
Total principal amount		7,837		7,330
Unamortized discounts and issuance costs		(74)		(77)
Total long-term debt		$	7,763	$	7,253

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

ABL FACILITY

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)	March 31, 2026
Available borrowing base on ABL Facility1	$	4,103
Borrowings	(959)
Letter of credit obligations2	(48)
Borrowing capacity available	$	3,096

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.
2 We issued standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, operating agreements, employee severance, environmental obligations, workers' compensation and insurance obligations.

DEBT MATURITIES

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
$	—	$	—	$	959	$	1,268	$	750	$	4,860	$	7,837

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NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS

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.

The following are the components of defined benefit pension and OPEB costs (credits):

DEFINED BENEFIT PENSION COSTS (CREDITS)


	Three Months Ended March 31,
(In millions)		2026		2025
Service cost		$	7	$	7
Interest cost		45		53
Expected return on plan assets		(81)		(79)
Amortization:
Prior service costs		4		4
Net actuarial gain		(4)		(2)
Net periodic benefit credits		$	(29)	$	(17)

OPEB COSTS (CREDITS)


	Three Months Ended March 31,
(In millions)		2026		2025
Service cost		$	2	$	2
Interest cost		14		14
Expected return on plan assets		(11)		(11)
Amortization:
Prior service credits		(3)		(3)
Net actuarial gain		(28)		(33)
Net periodic benefit credits		$	(26)	$	(31)

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.

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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 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

ASSET RETIREMENT OBLIGATIONS

The accrued closure obligation provides for contractual and legal obligations related to our indefinitely idled and closed operations and for the eventual closure of our active operations. The closure date for each of our active mine sites was determined based on the exhaustion date of the remaining mineral reserves, and the amortization of the related asset and accretion of the liability is recognized over the estimated mine lives. The closure date and expected timing of the capital requirements to meet our obligations for our indefinitely idled or closed mines is determined based on the unique circumstances of each property. For indefinitely idled or closed mines, the accretion of the liability is recognized over the anticipated timing of remediation. Asset retirement obligations at our steelmaking operations primarily include the closure and post-closure care for on-site landfills and other waste containment facilities. Asset retirement obligations have been recorded at present values using settlement dates based on when we expect these facilities to reach capacity and close.

The following is a summary of our asset retirement obligations:


(In millions)	March 31, 2026		December 31, 2025
Asset retirement obligations1	$	605	$	599
Less: current portion	16		18
Long-term asset retirement obligations	$	589	$	581

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:


(In millions)	2026		2025
Asset retirement obligations as of January 1	$	599	$	526
Accretion expense	9		7

Remediation payments	(3)		(8)
Asset retirement obligations as of March 31	$	605	$	525

ENVIRONMENTAL OBLIGATIONS

Our operations currently use, and have in the past used, hazardous materials and substances, and we have generated, and expect to continue to generate, solid and hazardous waste. We have been, and may in the future be, subject to claims under laws and regulations for toxic torts, natural resource damages and other damages, as well as for the investigation and clean-up of soil, surface water, sediments, groundwater, and other natural resources and reclamation of properties. If we reasonably can, we estimate potential remediation expenditures for those sites where future remediation efforts are probable based on identified conditions, regulatory requirements, or contractual obligations arising from the sale of a business or facility. For sites involving government required investigations, including pursuant to RCRA and CERCLA, we typically make an estimate of potential remediation expenditures only after the investigation is complete and when we better understand the nature and scope of the remediation. In general, the material factors in these estimates include the costs associated with investigations, delineations, risk assessments, remedial work, governmental response and oversight, site monitoring and preparation of reports to the appropriate environmental agencies.

The following is a summary of our environmental obligations:


(In millions)	March 31, 2026		December 31, 2025
Environmental obligations	$	117	$	112
Less: current portion	13		11
Long-term environmental obligations	$	104	$	101

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NOTE 12 - FAIR VALUE MEASUREMENTS

The carrying values of certain financial instruments (e.g., Accounts receivable, net, Accounts payable and Other current liabilities) approximate fair value and, therefore, have been excluded from the table below. See NOTE 13 - DERIVATIVE INSTRUMENTS AND HEDGING for information on our derivative instruments, which are accounted for at fair value on a recurring basis.

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


		March 31, 2026				December 31, 2025
(In millions)	Valuation Hierarchy Classification	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior notes	Level 1	$	6,804	$	6,728	$	6,801	$	7,037
ABL Facility - outstanding balance	Level 2	959		959		452		452
Total		$	7,763	$	7,687	$	7,253	$	7,489

The valuation of the financial asset classified in Level 2 was determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

EMPLOYEE BENEFIT COMMITMENT

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. The liability is classified as a Level 3 within the fair value hierarchy. The current and non-current portions of the employee benefit commitment are classified within Other current liabilities and Other non-current liabilities on the Statements of Unaudited Condensed Consolidated Financial Position, respectively.

The following table summarizes the changes in fair value of the employee benefit commitment:


(In millions)	2026		2025
Beginning balance as of January 1	$	(169)	$	(188)
Total expense included in earnings	(3)		(2)
Payments	5		5
Foreign currency translation	2		—
Ending balance as of March 31	$	(165)	$	(185)

MINNTAC OPTION

Stelco is party to an option to purchase a 25% ownership interest in the MinnTac iron ore mine and related infrastructure located in Mt. Iron, Minnesota from U. S. Steel for $500 million. 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 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. This option is classified as a Level 3 derivative asset within the fair value hierarchy.

The following table summarizes the changes in fair value of the MinnTac option:


(In millions)	2026		2025
Beginning balance as of January 1	$	54	$	95
Total expense included in earnings	(10)		(9)
Foreign currency translation	(1)		—
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

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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.

Our commodity purchase swaps and sales swaps are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives in Accumulated other comprehensive income until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs or Revenues when we recognize the associated underlying sale. Impacts of our designated commodity purchase swaps and sales swaps are reflected within Other, net in the Statements of Unaudited Condensed Consolidated Cash Flows. Refer to NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME for further information.

Our commodity purchase swaps and sales swaps are classified as Level 2 as values were determined using a market approach based upon quoted prices for similar assets in active markets or other inputs that were observable.

The following table presents the notional amount of our outstanding hedge contracts:

Notional Amount

Hedge Contract

Classification

Unit of Measure

Hedged Periods

March 31,
2026

December 31,
2025

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)	March 31, 2026		December 31, 2025
Other current assets	$	13	$	7
Other non-current assets	6		10
Other current liabilities	(57)		(24)
Other non-current liabilities	(6)		(2)

NOTE 14 - CAPITAL STOCK

SHARE REPURCHASE PROGRAM

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 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

We have 3 million shares of Serial Preferred Stock, Class A, without par value, authorized and 4 million shares of Serial Preferred Stock, Class B, without par value, authorized. No preferred shares are issued or outstanding.

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NOTE 15 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of Accumulated other comprehensive income within Cliffs shareholders’ equity and related tax effects allocated to each are shown below:


	Three Months Ended March 31,
(In millions)		2026		2025
Foreign Currency Translation
Beginning balance		$	17	$	(70)
Other comprehensive income (loss) before reclassifications		(23)		1
Income tax		3		—
Other comprehensive income (loss) before reclassifications, net of tax		(20)		1
Ending balance		$	(3)	$	(69)

Derivative Instruments
Beginning balance		$	(15)	$	(53)
Other comprehensive income (loss) before reclassifications		(21)		101
Income tax		5		(24)
Other comprehensive income (loss) before reclassifications, net of tax		(16)		77
Losses (gains) reclassified from AOCI to Revenues		6		—
Losses (gains) reclassified from AOCI to Cost of goods sold		(17)		32
Income tax expense (benefit)1		3		(8)
Net losses (gains) reclassified from AOCI to net income		(8)		24
Ending balance		$	(39)	$	48

Pension and OPEB
Beginning balance		$	1,490	$	1,660
Losses (gains) reclassified from AOCI to net income2		(31)		(35)
Income tax expense (benefit)1		8		8
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 Income tax benefit in the Statements of Unaudited Condensed Consolidated Operations.
2 Amounts recognized in Net periodic benefit credits other than service cost component in the Statements of Unaudited Condensed Consolidated Operations.

NOTE 16 - VARIABLE INTEREST ENTITIES

SUNCOKE MIDDLETOWN

We purchase all the coke and electrical power generated from SunCoke Middletown’s plant under long-term supply agreements and have committed to purchase all the expected production from the facility through 2032. 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 $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.

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The assets of the consolidated VIE can only be used to settle the obligations of the consolidated VIE and not obligations of the Company. The creditors of SunCoke Middletown do not have recourse to the assets or general credit of the Company to satisfy liabilities of the VIE. The Statements of Unaudited Condensed Consolidated Financial Position includes the following amounts for SunCoke Middletown:


(In millions)	March 31, 2026		December 31, 2025

Inventories	$	27	$	27
Property, plant and equipment, net	269		273
Accounts payable	(22)		(20)
Other assets (liabilities), net	(66)		(61)
Noncontrolling interests	(208)		(219)

NOTE 17 - EARNINGS PER SHARE

The following table summarizes the computation of basic and diluted EPS:


	Three Months Ended March 31,
(In millions, except per share amounts)		2026		2025
Loss from continuing operations		$	(226)	$	(486)
Net income from continuing operations attributable to noncontrolling interest		(8)		(12)
Net loss from continuing operations attributable to Cliffs shareholders		(234)		(498)
Loss from discontinued operations, net of tax		(3)		—
Net loss attributable to Cliffs shareholders		$	(237)	$	(498)

Weighted average number of shares:
Basic		570		495
Employee stock plans1		—		—
Diluted		570		495

Loss per common share attributable to Cliffs shareholders - basic:
Continuing operations		$	(0.42)	$	(1.01)
Discontinued operations		—		—
		$	(0.42)	$	(1.01)

Loss per common share attributable to Cliffs shareholders - diluted:
Continuing operations		$	(0.42)	$	(1.01)
Discontinued operations		—		—
		$	(0.42)	$	(1.01)


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

PURCHASE COMMITMENTS

We purchase portions of the principal raw materials required for our steel manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. We also use large volumes of natural gas, electricity and industrial gases in our operations. We negotiate most of our purchases of chrome, industrial gases and a portion of our electricity under multi-year agreements. Our purchases of coke and iron ore are made under annual or multi-year agreements with periodic price adjustments. We typically purchase coal under annual fixed price agreements. We also purchase certain transportation services under multi-year contracts with minimum quantity requirements.

OTHER COMMERCIAL COMMITMENTS

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

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CONTINGENCIES

We are currently the subject of, or party to, various claims and legal proceedings incidental to our current and historical operations. These claims and legal proceedings are subject to inherent uncertainties and unfavorable rulings could occur. An unfavorable ruling could include monetary damages, additional funding requirements or an injunction. If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on our financial position and results of operations for the period in which the ruling occurs or future periods. However, based on currently available information, we do not believe that any pending claims or legal proceedings will result in a material adverse effect in relation to our consolidated financial statements.

ENVIRONMENTAL CONTINGENCIES

Our environmental remediation obligations for known environmental matters at active and closed operations have been recognized based on estimates of the cost of investigation and remediation at each facility. We cannot predict the ultimate costs for each site with certainty because of the evolving nature of the investigation and remediation process. Rather, to estimate the probable costs, we must make certain assumptions. The most significant of these assumptions is for the nature and scope of the work that will be necessary to investigate and remediate a particular site and the cost of that work. Other significant assumptions include the cleanup technology that will be used, whether and to what extent any other parties will participate in paying the investigation and remediation costs, reimbursement of past response costs and future oversight costs by governmental agencies, and the reaction of the governing environmental agencies to the proposed work plans. Costs for future investigation and remediation are not discounted to their present value, unless the amount and timing of the cash disbursements are readily known. To the extent that we have been able to reasonably estimate future liabilities, we do not believe that there is a reasonable possibility that we will incur a loss or losses that exceed the amounts we accrued that would, either individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, since we recognize amounts in the consolidated financial statements in accordance with GAAP that exclude potential losses that are not probable or that may not be currently estimable, the ultimate costs of these environmental matters may be higher than the liabilities we currently have recorded in our consolidated financial statements.

Pursuant to RCRA, which governs the treatment, handling and disposal of hazardous waste, the EPA and authorized state environmental agencies may conduct inspections of RCRA-regulated facilities to identify areas where there have been releases of hazardous waste or hazardous constituents into the environment and may order the facilities to take corrective action to remediate such releases. Likewise, the EPA or the states may require closure or post-closure care of residual, industrial and hazardous waste management units. Environmental regulators have the authority to inspect all of our facilities. While we cannot predict the future actions of these regulators, it is possible that they may identify conditions in future inspections of these facilities that they believe require corrective action.

Pursuant to CERCLA, the EPA and state environmental authorities have conducted site investigations at some of our facilities and other third-party facilities, portions of which previously may have been used for disposal of materials that are currently regulated. The results of certain of these investigations remain pending, and we could be directed to spend funds for remedial activities at the former disposal areas. Because of the uncertain status of these investigations, however, we cannot reasonably predict whether or when such spending might be required or its magnitude.

In addition to the foregoing matters, we are or may be involved in proceedings with various regulatory authorities that may require us to pay fines, comply with more rigorous standards or other requirements or incur capital and operating expenses for environmental compliance. We believe that the ultimate disposition of any such proceedings will not have, individually or in the aggregate, a material adverse effect on our consolidated financial condition, results of operations or cash flows.

TAX MATTERS

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We also recognize tax benefits to the extent that it is more likely than not that our positions will be sustained when challenged by the taxing authorities. To the extent we prevail in matters for which liabilities have been established, or are required to pay amounts in excess of our liabilities, our effective tax rate in a given period could be materially affected. An unfavorable tax settlement would require use of our cash and result in an increase in our effective tax rate in the year of resolution. A favorable tax settlement would be recognized as a reduction in our effective tax rate in the year of resolution. Refer to NOTE 10 - INCOME TAXES for further information.

OTHER CONTINGENCIES

In addition to the matters discussed above, there are various pending and potential claims against us and our subsidiaries involving antitrust, product liability, personal injury, commercial, mining royalties, employee benefits and other matters arising in the ordinary course of business. Because of the considerable uncertainties that exist for any claim, it is difficult to reliably or accurately estimate what the amount of a loss would be if a claimant prevails. If material assumptions or factual understandings we rely on to evaluate exposure for these contingencies prove to be inaccurate or otherwise change, we may be required to record a liability for an adverse outcome. If, however, we have reasonably evaluated potential future liabilities for all of these contingencies, including those described more specifically above, it is our opinion, unless we otherwise noted, that the ultimate liability from these contingencies, individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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NOTE 19 - SUBSEQUENT EVENTS

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

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and other factors that may affect our future results. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes that appear in Part 1 — Item 1 - Financial Statements and Supplementary Data of this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025, as well as other publicly available information. During the third quarter of 2025, we identified an immaterial error related to our accrual for certain employment costs, resulting in an understatement of Costs of goods sold in prior periods. 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. Refer to NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES for further information.

OVERVIEW

We are a leading North America-based steel producer with focus on value-added sheet products, particularly for the automotive industry. We are 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, we employ approximately 25,000 people across our operations in the United States and Canada.

ECONOMIC OVERVIEW

STEEL MARKET OVERVIEW

Steel market conditions improved throughout the first quarter of 2026 driven by higher than historical HRC pricing, continued subdued import levels, extending lead times and increasing but still subdued demand. The price for domestic HRC, the most significant index impacting our revenues and profitability, averaged $980 per net ton during the first quarter of 2026, representing a 24% increase compared to the first quarter of 2025. Finished steel import levels remained significantly below historical levels during the first quarter of 2026, which helped support domestic steel pricing. Looking forward, we expect domestic steel demand to grow, as implemented tariffs support demand for domestically produced steel, steel imports remain unattractive, and other end-user demand continues to improve. Additionally, the war with Iran, along with other global tensions, has led to rising global steel costs and increased freight rates, making imports less attractive and supporting higher domestic steel demand and HRC pricing. Steel and light vehicles remain at the top of the Trump administration's trade agenda, and we operate at the intersection of both of these industries.

We believe steel tariffs play a crucial role in protecting the U.S. economy, national security and the industrial base from violators of fair trade. The American steel industry has long faced significant challenges resulting from global overcapacity and overproduction of steel, as well as other unfair trade practices. The overproduction by certain countries has led to dumping of steel in the U.S. at below market value. The U.S. remains the only major steel-producing country that produces less steel than it consumes. Additionally, foreign steel producers often take advantage of government subsidies, currency manipulation and weak environmental and safety regulations. During 2025, President Trump signed a Presidential proclamation to implement 50% tariffs on steel imports originating from all major steel producing countries. In early April 2026, President Trump issued a proclamation adjusting the Section 232 tariffs on steel and steel derivative products. The proclamation maintained 50% tariff coverage on steel products and expanded the 50% tariff rate coverage to the full value of articles of iron and steel, including pipe and tube products. This proclamation also added new steel derivative products, including certain types of transformers, while simplifying the steel derivative product tariff regime. The strong commitment of President Trump's Administration to the resilience of the Section 232 national security tariffs should help the competitive landscape by reducing the prevalence of dumped steel in the U.S. market, ultimately leading to increased domestic demand. As a leading American steel producer, we expect to benefit for years to come from President Trump's pro-manufacturing and America-first agenda, along with the implemented Section 232 tariffs, not only for steel but also for the automotive industry.

The Canadian steel industry is also an important market for us. Similar to the U.S. steel market, the Canadian steel market is impacted by global overcapacity and other unfair trade practices, resulting in the dumping of steel in Canada at below market value. This contributed to weakened results for our Canadian operations in 2025. In the second half of 2025, Canada imposed tariff-rate quotas on steel imports to protect their domestic steel industry. We expect these tariff-rate quotas to help support a healthier Canadian steel industry and allow Stelco to generate improved margins throughout 2026. During the first quarter of 2026, the Canadian steel industry experienced lower than historical import levels, indicating an improving Canadian steel market. We believe it is crucial for Canada to maintain or improve measures in place to protect its domestic steel industry in order to preserve the Canadian economy and national security.

OTHER KEY DRIVERS

The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand. North American light vehicle production in the first quarter of 2026 was approximately 3.7 million units, down from approximately 3.8 million units in the first quarter of 2025. During the first quarter of 2026, light vehicle sales in the U.S. saw an average seasonally adjusted annualized rate of 15.7 million units sold, representing a 5% decrease compared to the first quarter of 2025. The average age of light vehicles on the road in the U.S. is at an all-time high of 12.8 years, surpassing the previous

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record set in 2024, which should support demand as older vehicles need to be replaced. Furthermore, we expect the 25% tariff on imports of automobiles and certain automobile parts, which were implemented during 2025, to lead to increased demand for domestically produced vehicles that consume domestically made steel. As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from improved domestic vehicle production over the coming years as we continue to be an established and reliable supplier.

The current war between the United States and Iran, along with other global tensions, could result in certain implications to the domestic and global steel industry. In the U.S., the steel industry could see increased costs from elevated freight rates, electricity, gas, and other utilities. However, rising global steel costs, along with elevated freight rates, are expected to make imported steel in the U.S. less attractive. Additionally, certain foreign aluminum and steel facilities have experienced disruptions in production as a result of the war with Iran, which could impact the global supply of aluminum and steel. As the U.S. is heavily reliant on imported aluminum, a negative impact to the global aluminum supply chain, along with higher aluminum costs, could result in customers pursuing steel as an alternative material. We expect rising domestic steel demand, along with lower imports, to support higher steel prices, which should mitigate any inflationary costs we experience as a result of the war with Iran.

Since 2021, the price for busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., has continued to average well above the prior annual ten-year average of approximately $400 per long ton. The busheling price averaged $434 per long ton during the first quarter of 2026. We expect the supply of busheling scrap to further tighten due to decreasing prime scrap generation from original equipment manufacturers and the growth of EAF capacity in the U.S., reduced metallics import availability, supply chain disruptions from global tensions, and a push for expanded scrap use globally. As we are fully integrated and have primarily a blast furnace footprint, increased prices for busheling scrap in the U.S. bolster our competitive advantage, as we source the majority of our iron feedstock from our stable-cost mining and pelletizing operations in Michigan and Minnesota.

We have made significant progress in our cost-cutting efforts and have continuously reduced our year-over-year cost per ton since 2023. We have been able to capture cost reductions as a result of optimizing our integrated footprint, reducing overhead and fixed costs, improving efficiencies, working through higher cost inventory, and benefiting from lower coal and alloy costs, which has helped mitigate any inflationary cost increases we have experienced. Our steel unit costs in the first quarter of 2026 were impacted by elevated utility costs, primarily driven by a temporary spike in natural gas prices due to extreme weather conditions.

COMPETITIVE STRENGTHS

As a leading North America-based steel producer, we benefit from having the size and scale necessary in a competitive, capital intensive business. We have a unique vertically integrated profile from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. This positioning gives us more predictable costs throughout our supply chain and more control over both our manufacturing inputs and our end-product destination.

Our primary competitive strength lies within our automotive steel business. We are a leading supplier of automotive-grade steel in the U.S. Compared to other steel end markets, automotive steel is generally higher quality, more operationally and technologically intensive to produce, and requires significantly more devotion to customer service than other steel end markets. This dedication to service and the infrastructure in place to meet our automotive customers’ demanding needs took decades to develop. We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry. We continue to be an established and reliable supplier of automotive-grade steel and intend to bolster our position as an industry leader going forward.

Due to its demanding nature, the automotive steel business typically generates higher through-the-cycle margins, making it a desirable end market. Demand for our automotive-grade steel is expected to be healthier in the coming years as a result of government support for domestically produced vehicles, the further shift away from other metals such as aluminum, low unemployment rate, and the replacement of older vehicles. As an established and reliable supplier of domestically produced automotive-grade steel, we expect customers to continue to look to us to serve increased demand in the coming years.

Since becoming a steel company in 2020, we have dedicated significant resources to maintain and upgrade our facilities and equipment. The quality of our assets gives us a unique advantage in product offerings and operational efficiencies. After elevated spend in 2022 to perform overdue maintenance work at the facilities acquired as part of our 2020 acquisitions, we resumed normalized levels of maintenance capital and operating expenses, which we have maintained since 2023. The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come.

Our utilization of annual or multi-year fixed price contracts provides us a competitive advantage, as the steel industry is often viewed as volatile and subject to the market price of steel. Our fixed price contracts mitigate pricing volatility through the cycle. Approximately 40-45% of our flat-rolled steel shipments are sold under fixed price contracts.

Our ability to source our primary feedstock domestically, and primarily internally, is a competitive strength. This model reduces our exposure to volatile pricing and unreliable global sourcing. The war with Iran, the ongoing conflict between Russia and Ukraine, other global tensions, and the Trump administration's focus on U.S. manufacturing underscore the importance of our North American-centric footprint, as our competitors primarily operating EAF facilities rely on imported pig iron and prime scrap to produce flat-rolled steel, the supply of which, from time to time, has been disrupted. The best example is our legacy business of producing iron ore pellets. By internally sourcing the vast majority of our iron ore pellet requirements, our primary steelmaking raw material feedstock can be secured at a stable and predictable cost and not be subject to as many factors outside of our control.

We believe we offer the most comprehensive flat-rolled steel product selection in the industry, along with several complementary products and services. A sampling of our offering includes advanced high-strength steel, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, HRC, cold-rolled coil, plate, GOES, NOES, stainless steels, tool and die, stamped

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components and slabs. Across the quality spectrum and the supply chain, our customers can frequently find the solutions they need from our product selection.

We are a leading producer of electrical steels in the U.S., which we believe will be critical for the modernization of the electrical grid. Distribution transformers are critical to the maintenance and expansion of America’s electric grid. Transformers are in short supply, and that shortage stifles economic growth across the country. The shortage will continue to be exacerbated by the anticipated widespread adoption of AI in virtually all sectors of the economy, which will exponentially increase the consumption of electricity in the U.S. and worldwide. Because of these industry dynamics and our current customer base, our electrical steel business is expected to continue to achieve strong profitability in the coming years.

We are the first and the only producer of HBI in the Great Lakes region. From our Toledo, Ohio facility, we produce a high-quality, low-cost and low-carbon intensive HBI product that can be used in our blast furnaces as a productivity enhancer, or in our BOFs and EAFs as a premium scrap alternative. We use HBI to stretch our hot metal production, lowering carbon intensity and reliance on coke. With increasing tightness in the scrap and metallics markets combined with our own internal needs, we expect our Toledo direct reduction plant to continue to support our operational efficiency going forward.

One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW. With over 18,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals. A clear example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products. Our deep alignment with our represented employees is also recognized by our political leaders, who often publicly support us as a significant employer of a unionized workforce with a track record of working to maintain and increase middle class jobs.

STRATEGY

MAXIMIZE OUR COMMERCIAL STRENGTHS

We offer a full suite of flat steel products encompassing effectively all of our customers' needs. We are a leading supplier to the automotive sector, where our portfolio of high-end products delivers a broad range of differentiated solutions for this highly sought after customer base. As an established and reliable supplier of domestically produced automotive-grade steel, we expect to bolster our position as an industry leader going forward.

Our unique capabilities, driven by our portfolio of assets and technical expertise, give us an advantage in our flat-rolled product offering. We offer products that have superior formability, surface quality, strength and corrosion resistance for the automotive industry. In addition, our state-of-the-art Research and Innovation Center in Middletown, Ohio gives us the ability to collaborate with our customers and create new products and develop new and efficient steel manufacturing processes. A prime example of our ability to help our customers through research and development occurred during the fourth quarter of 2025 when we successfully completed a production trial in collaboration with a major automotive customer, where our steel was stamped into exposed parts with no defects using the customer's existing aluminum-forming equipment. After the successful production trial, we moved to routine production and delivery of regular orders to the customer.

Our five-year contract to supply semi-finished steel slabs that was initiated in connection with the closing of the acquisition of ArcelorMittal USA concluded in December 2025, with final shipments occurring during the first quarter of 2026 as we worked through remaining inventory. This contract historically represented approximately 10 percent of our sales volume and was unprofitable in 2025 due to unfavorable market conditions. Upon conclusion of this contract, we started to shift sales and product mix to higher margin business, which ultimately improves efficiency as we increase steel throughput within our operations.

UTILIZE ARTIFICIAL INTELLIGENCE TO IMPROVE OPERATIONAL EFFICIENCY

We recently partnered with a prominent enterprise software company that offers platforms for integrating, managing, and securing organizational data in order to improve real-time operational decisions through the use of AI. As a leading steel producer, it is crucial for us to modernize our operational systems and continuously improve our efficiency across our footprint. Utilizing cutting edge platforms and AI capabilities, we expect to improve real-time visibility into production and material flows and inventory levels, enable faster identification of bottlenecks, and assist with production planning to improve coordination across our facilities. By leveraging AI directly in our operations, we expect to reduce costs, improve yields and strengthen our operational efficiency across our steelmaking operations.

OPTIMIZE OUR FULLY-INTEGRATED STEELMAKING FOOTPRINT

We are a fully-integrated steel enterprise with an expansive footprint providing the opportunity to achieve healthy margins for flat-rolled steel throughout the business cycle. Our focus remains on realizing our inherent cost advantage in flat-rolled steel while continuing to optimize our footprint. The combination of our ferrous raw materials, including iron ore, scrap and HBI, allows us to do so relative to peers who must rely on more unpredictable and unreliable raw material sourcing strategies.

During 2025, we made the decision to fully or partially idle, or permanently close, six of our operations. We made the decision to idle our blast furnace, BOF steel shop, and continuous casting facilities at our Dearborn facility. We also made the decision to permanently close our Steelton, Conshohocken and Riverdale facilities due to underperformance at these operations. Additionally, we made the decision to idle the Minorca mine and partially idle the Hibbing mine. During the second quarter of 2026, we plan to further optimize our footprint by idling our Gary plate finishing line and idling one of the two plate mills at our Burns Harbor facility. We have successfully consolidated all production capabilities to one plate mill at Burns Harbor, which we expect will improve

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utilization and enhance cost performance without compromising capability or steel output. These changes allow us to streamline our operations and enhance efficiency, with minimal impact to our flat-rolled steel output.

EXPLORE STRATEGIC OPPORTUNITIES

During the third quarter of 2025, we signed a Memorandum of Understanding (the "Memorandum of Understanding") with POSCO, Korea's largest steelmaker and the world's third largest steelmaker outside of China, who seeks to leverage our unmatched U.S. footprint and trade-compliant operations to support and grow its established U.S. customer base while ensuring that its products meet U.S. trade and origin requirements. The Memorandum of Understanding reflects rising interest in Cliffs amid the resurgence of U.S. manufacturing and should enable smooth onboarding for downstream industrial customers moving production from South Korea to the U.S. Any partnership we might pursue with POSCO should be strategic and accretive for our shareholders. UBS is acting as our financial advisor for the potential transaction.

Although we believe a successful transaction would be highly accretive to our shareholders, the strategic partnership contemplated by the Memorandum of Understanding remains subject to negotiation of definitive terms regarding such strategic partnership, together with the execution and closing of definitive agreements between the parties. As such, there can be no assurances that the parties will enter into such definitive agreements, that the strategic partnership will be implemented in accordance with the terms of the Memorandum of Understanding, or that the strategic partnership will proceed as currently expected or will ultimately be successful. While we expect to realize certain financial benefits arising out of the proposed partnership under the Memorandum of Understanding, including substantial proceeds that could be used to reduce our outstanding indebtedness, there is risk that the proposed partnership with POSCO does not come to fruition in a timely manner or at all or that any ultimate financial benefits could be less significant than we currently anticipate.

Also, during the third quarter of 2025, we announced that we engaged J.P.Morgan as our advisor and launched sell-side processes to explore the potential sale of certain non-core operating assets. As an American-based company with desirable assets, we are favorably positioned to potentially benefit from asset sales. In addition to non-core operating assets, we have received inbound inquiries for us to sell recently idled facilities and certain other inactive sites. We expect the net proceeds of any potential transaction would be used to pay down debt.

Beyond steelmaking, the renewed importance of rare earths in the U.S. has driven us to re-focus on this potential opportunity at our upstream mining assets. We have begun to explore rare earths at our ore bodies and tailings basins and have identified two sites with key geological indicators for rare earth extraction potential. If successful, it would align us with the broader national strategy for critical material independence. Before we can determine the economic potential for rare-earth extraction at our properties, we will need to conduct additional technical and economic studies, and there can be no assurance that rare-earth extraction at our properties will be economical. While we believe concentrations of rare earths exist within our ore bodies and tailings basins, the economic potential of this venture will depend heavily on the United States' investment in refineries, among other factors.

ENHANCE OUR ENVIRONMENTAL SUSTAINABILITY

We remain committed to operating our business in a more sustainable manner. In May 2024, we announced our commitment to achieve new GHG emissions reduction targets after we successfully achieved our prior commitment set in 2021 to reduce Scope 1 (direct emissions) and Scope 2 (indirect emissions from purchased electricity or other forms of energy) GHG emissions by 25% by 2030, relative to 2017 levels, well ahead of our 2030 target year. Our new goals set forth below, relative to 2023 levels, include:

•A target to reduce Scope 1 and 2 GHG emissions intensity per metric ton of crude steel by 30% by 2035;

•A target to reduce material upstream Scope 3 GHG emissions intensity per metric ton of crude steel by 20% by 2035; and

•A long-term target aligned with the Paris Agreement’s 1.5 degrees Celsius scenario to reduce Scope 1, 2 and material upstream 3 emissions intensity per metric ton of crude steel to near net zero by 2050.

We have made significant progress in reducing our emissions on a per ton basis. Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.64 metric tons of CO2e per metric ton of crude steel produced in 2025, which is significantly lower than the global industry average.

IMPROVE FINANCIAL FLEXIBILITY

Given the cyclicality of our business, it is important to us to be in the financial position to easily withstand economic cycles and be opportunistic when attractive strategic opportunities arise. Since becoming a steel company in 2020, we have demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders, and make investments to both improve and grow our business.

We have a track record of demonstrating that we can quickly deleverage our balance sheet and have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount. We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet. We also maintain a long maturity runway with our outstanding debt, with our nearest senior note maturities coming in 2029, have healthy liquidity consisting of cash and availability under our ABL Facility of $3.1 billion as of March 31, 2026, and have approximately $3.2 billion of secured note capacity, which supports our flexibility to navigate varied economic environments for extended periods of time.

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STEELMAKING RESULTS

The following is a summary of our Steelmaking segment operating results, net of intersegment eliminations, for the three months ended March 31, 2026 and 2025 (dollars in millions, except for average selling price, and shipments in thousands of net tons):

Total Revenue

Gross Margin

Adjusted EBITDA

Steel Shipments (nt)


2026	2025	2026	2025	2026	2025	2026	2025

STEEL PRODUCT REVENUE:		GROSS MARGIN %:		ADJUSTED EBITDA %:		AVERAGE SELLING PRICE PER TON OF STEEL PRODUCTS:
$4,305	$4,056	(2)%	(9)%	2%	(4)%	$1,048	$980

REVENUES

The following tables represent our steel shipments by product and total revenues by market:


	Three Months Ended March 31,
(In thousands of net tons)		2026		2025		% Change
Steel shipments by product:
Hot-rolled steel		1,798		1,693		6	%
Cold-rolled steel		617		608		1	%
Coated steel		1,187		1,123		6	%
Stainless and electrical steel		143		142		1	%
Plate		190		203		(6)	%
Slab and other steel products		173		371		(53)	%
Total steel shipments by product		4,108		4,140		(1)	%

	Three Months Ended March 31,
(In millions)		2026		2025		% Change
Steelmaking revenues by market:
Direct automotive		$	1,368	$	1,297	5	%
Infrastructure and manufacturing		1,374		1,354		1	%
Distributors and converters		1,463		1,228		19	%
Steel producers		552		588		(6)	%
Total Steelmaking revenues by market		$	4,757	$	4,467	6	%

Revenues increased by $290 million, or 6%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase was primarily driven by higher steel pricing, favorable sales mix, and improved non-steel product revenue, partially offset by lower steel product shipment volumes:

•Higher steel pricing: Steel product revenue increased by approximately $230 million due to rising pricing, particularly for hot-rolled steel, which increased our average selling price to $1,048 per net ton of steel;

•Favorable sales mix: Steel product revenue increased by approximately $50 million from favorable mix as the conclusion of the ArcelorMittal USA slab contract enabled a shift toward higher margin hot-rolled steel sales, primarily within the distributors and converters market; and

•Improved other Steelmaking revenue: Non-steel product revenue increased by approximately $40 million, primarily driven by higher revenue in the scrap business; which was partially offset by

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•Lower steel product shipment volumes: Steel product revenue decreased by approximately $30 million due to a marginal reduction in overall steel product sales volume.

GROSS MARGIN

Gross margin increased by $310 million during the three months ended March 31, 2026, as compared to the prior-year period, primarily due to:

•Higher pricing on hot-rolled steel sales: Revenue increased by $290 million, primarily driven by an increase in pricing on hot-rolled steel sales, which favorably impacted gross margin for the quarter; and

•Lower cost of goods sold: Cost of goods sold decreased by approximately $20 million, reflecting a net decrease in idle charges incurred as compared to the first quarter of 2025. This was partially offset by elevated energy costs in the first quarter of 2026 driven by extreme cold weather in the quarter.

ADJUSTED EBITDA

Adjusted EBITDA from our Steelmaking segment for the three months ended March 31, 2026, increased by $269 million, as compared to the three months ended March 31, 2025, primarily due to the increased gross margin from our Steelmaking operations. This gross margin increase included a net decrease in idled facilities charges which is excluded from Adjusted EBITDA.

RESULTS OF OPERATIONS

REVENUES & GROSS MARGIN

During the three months ended March 31, 2026, our consolidated Revenues increased by $293 million, and our consolidated gross margin increased by $314 million, as compared to the prior-year period. See "— Steelmaking Results" above for further detail on our operating results.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses decreased by $8 million for the three months ended March 31, 2026, as compared to the prior-year period. The decrease was primarily driven by lower legal fees and employee compensation incurred during the period.

RESTRUCTURING AND OTHER CHARGES

During the three months ended March 31, 2025, we recorded Restructuring and other charges of $3 million related to our indefinitely idled Weirton tinplate production facility.

MISCELLANEOUS - NET

During the three months ended March 31, 2026, Miscellaneous – net decreased by $5 million compared to the prior-year period. The decrease was primarily driven by the gain on sale of certain non-core assets during the first quarter of 2026 along with various other improvements not individually significant, which was partially offset by unfavorable currency exchange expense related to routine remeasurement of an intercompany note with our Stelco subsidiary.

INTEREST EXPENSE, NET

Our consolidated Interest expense, net increased by $8 million for the three months ended March 31, 2026, as compared to the prior-year period. This increase was driven by an increase in average interest rates and from higher average borrowings in the period.

NET PERIODIC BENEFIT CREDITS OTHER THAN SERVICE COST COMPONENT

Net periodic benefit credits other than service cost component increased by $7 million for the three months ended March 31, 2026, as compared to the prior-year period. Refer to NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.

CHANGES IN FAIR VALUE OF DERIVATIVES, NET

Changes in fair value of derivatives, net was consistent period-over-period consisting entirely of fair value adjustments to the MinnTac option.

INCOME TAXES

Our effective tax rate is impacted by state and foreign income taxes as well as permanent items. It also is affected by discrete items that may occur in any given period but are not consistent from period to period.

During the three months ended March 31, 2026, our consolidated Income tax benefit decreased by $68 million, as compared to the prior-year period. 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.

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LIQUIDITY, CASH FLOWS AND CAPITAL RESOURCES

OVERVIEW

Our capital allocation decision-making process is focused on preserving healthy liquidity levels, strengthening our balance sheet, and creating financial flexibility to manage through the cyclical demand for our products and volatility in commodity prices. We are focused on maximizing the cash generation of our operations, reducing debt, returning capital to shareholders, and aligning capital investments with our strategic priorities and the requirements of our business plan, including regulatory and permission-to-operate related projects.

The following table provides a summary of our cash flow:


	Three Months Ended March 31,
(In millions)	2026		2025
Cash flows provided by (used in):
Operating activities	$	(325)	$	(351)
Investing activities	(140)		(145)
Financing activities	454		499
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(11)	$	3

CASH FLOWS

OPERATING ACTIVITIES


	Three Months Ended March 31,
(In millions)	2026		2025		Variance
Net loss	$	(229)	$	(486)	$	257
Non-cash adjustments to net loss	176		146		30
Working capital:
Accounts receivable, net	(441)		(223)		(218)
Inventories	174		182		(8)
Income taxes	4		7		(3)
Pension and OPEB payments and contributions	(51)		(43)		(8)
Payables, accrued employment and accrued expenses	41		62		(21)
Other, net	1		4		(3)
Total working capital	(272)		(11)		(261)
Net cash used by operating activities	$	(325)	$	(351)	$	26

The variance was primarily driven by:

•A $287 million decrease in net loss after adjustments for non-cash items primarily due to higher gross margins resulting from an increase in selling prices for our steel products as compared to the prior-year period. See "— Steelmaking Results" above for further detail on our operating results; and

•A $218 million decrease in cash resulting from a build in Accounts receivable, net, as a result of rising steel prices and the timing of collections increased receivables.

INVESTING ACTIVITIES


	Three Months Ended March 31,
(In millions)	2026		2025		Variance
Purchase of property, plant and equipment	$	(152)	$	(152)	$	—
Other investing activities	12		7		5
Net cash used by investing activities	$	(140)	$	(145)	$	5

Our cash used for capital expenditures during the three months ended March 31, 2026 was consistent with the prior-year period. Our cash used for capital expenditures primarily relates to sustaining capital spend, which includes infrastructure, mobile equipment, fixed equipment, product quality, environmental, and health and safety spend. Included within cash used for capital expenditures was $1 million related to our non-owned SunCoke Middletown VIE for the three months ended March 31, 2026, compared to a nominal amount for the three months ended March 31, 2025.

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We anticipate total cash used for capital expenditures during the next 12 months to be approximately $800 million, which primarily consists of sustaining capital spend.

FINANCING ACTIVITIES


	Three Months Ended March 31,
(In millions)	2026		2025		Variance
Net proceeds of senior notes	$	—	$	850	$	(850)
Net borrowings (repayments) under ABL Facility	507		(305)		812

Other financing activities	(53)		(46)		(7)
Net cash provided (used) by financing activities	$	454	$	499	$	(45)

The period-over-period change in financing activities reflects differences in our capital‑raising and borrowing activity:

•For the three months ended March 31, 2025: We issued $850 million aggregate principal amount of 7.500% Senior Notes due 2031 at par. The net proceeds were used in part to repay borrowings under our ABL Facility; and

•For the three months ended March 31, 2026: No senior notes were issued, and borrowings under our ABL Facility increased to support general corporate requirements.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are Cash and cash equivalents, cash generated from our operations, availability under our ABL Facility and access to capital markets. Cash and cash equivalents, which totaled $45 million as of March 31, 2026, include cash on hand and on deposit, as well as short-term securities held for the primary purpose of general liquidity. The combination of cash and availability under our ABL Facility equated to $3.1 billion in liquidity as of March 31, 2026. We believe our liquidity and access to capital markets will be adequate to fund our cash requirements for the next 12 months and for the foreseeable future.

Our ABL Facility, which matures in June 2028, has a maximum borrowing base of $4.75 billion. The available borrowing base, which was $3.1 billion as of March 31, 2026, is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. As of March 31, 2026, outstanding letters of credit totaled $48 million, which reduced availability under our ABL Facility. We issue standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, workers' compensation, operating agreements, employee severance, environmental obligations and insurance. Our ABL Facility agreement contains various financial and other covenants. 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.

We have the capability to issue additional unsecured notes and, subject to the limitations set forth in our existing senior notes indentures and ABL Facility, additional secured debt, if we elect to access the debt capital markets. We currently have approximately $3.2 billion of secured note capacity. However, our ability to issue additional notes could be limited by market conditions. We intend from time to time to seek to redeem or repurchase our outstanding senior notes with cash on hand, borrowings from existing credit sources or new debt or equity financings and/or exchanges for debt or equity securities, in open market purchases, privately negotiated transactions or otherwise. Such redemptions or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. We also have the potential to generate liquidity from the sale of non-core assets, recently idled facilities and certain other inactive sites.

Refer to NOTE 7 - DEBT AND CREDIT FACILITIES for more information on our ABL Facility and debt.

NON-GAAP FINANCIAL MEASURE

The following provides a description and reconciliation of our non-GAAP financial measure to its most directly comparable GAAP measure. The presentation of this measure is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. The presentation of this measure may be different from non-GAAP financial measures used by other companies.

ADJUSTED EBITDA

We evaluate 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 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. In addition, management believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to service debt and fund future capital expenditures in the business.

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The following table provides a reconciliation of our Net loss to Adjusted EBITDA:


	Three Months Ended March 31,
(In millions)		2026		2025
Net loss		$	(229)	$	(486)
Less:
Interest expense, net		(148)		(140)
Income tax benefit		81		149
Depreciation, depletion and amortization		(259)		(282)
Total EBITDA		97		(213)
Less:
EBITDA from noncontrolling interests1		15		18
Idled facilities credits (charges)		10		(44)
Currency exchange		(14)		(2)
Changes in fair value of derivatives, net		(10)		(9)
Gain (loss) on disposal of assets, net		7		(2)

Amortization of inventory step-up		—		7
Other, net		(6)		(2)
Total Adjusted EBITDA		$	95	$	(179)

1 EBITDA from noncontrolling interests includes the following:
Net income attributable to noncontrolling interests		8		12
Depreciation, depletion and amortization		7		6
EBITDA from noncontrolling interests		$	15	$	18

The following table provides a summary of our Adjusted EBITDA by segment:


	Three Months Ended March 31,
(In millions)		2026		2025
Adjusted EBITDA:
Steelmaking		$	80	$	(189)
Other Businesses		15		10
Intersegment Eliminations		—		—
Total Adjusted EBITDA		$	95	$	(179)

INFORMATION ABOUT OUR GUARANTORS AND THE ISSUER OF OUR GUARANTEED SECURITIES

The accompanying summarized financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 "Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant's Securities." Certain of our subsidiaries (the "Guarantor subsidiaries") as of March 31, 2026 have fully and unconditionally, and jointly and severally, guaranteed the obligations under the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.500% 2031 Senior Notes, the 7.000% 2032 Senior Notes, the 7.375% 2033 Senior Notes, and the 7.625% 2034 Senior Notes issued by Cleveland-Cliffs Inc. on a senior unsecured basis. See NOTE 7 - DEBT AND CREDIT FACILITIES for further information.

The following presents the summarized financial information on a combined basis for Cleveland-Cliffs Inc. (parent company and issuer of the guaranteed obligations) and the Guarantor subsidiaries, collectively referred to as the obligated group. Transactions between the obligated group have been eliminated. Information for the non-Guarantor subsidiaries was excluded from the combined summarized financial information of the obligated group.

Each Guarantor subsidiary is consolidated by Cleveland-Cliffs Inc. as of March 31, 2026. Refer to Exhibit 22, incorporated herein by reference, for the detailed list of entities included within the obligated group as of March 31, 2026.

As of March 31, 2026, the guarantee of a Guarantor subsidiary with respect to the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.500% 2031 Senior Notes, the 7.000% 2032 Senior Notes, the 7.375% 2033 Senior Notes, and the 7.625% 2034 Senior Notes will be automatically and unconditionally released and discharged, and such Guarantor subsidiary’s obligations under the guarantee and the related indentures (the “Indentures”) will be automatically and unconditionally released and discharged, upon the occurrence of any of the following, along with the delivery to the trustee of an officer’s certificate and an opinion of counsel, each stating that all conditions precedent

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provided for in the applicable Indenture relating to the release and discharge of such Guarantor subsidiary’s guarantee have been complied with:

(a) any sale, exchange, transfer or disposition of such Guarantor subsidiary (by merger, consolidation, or the sale of) or the capital stock of such Guarantor subsidiary after which the applicable Guarantor subsidiary is no longer a subsidiary of the Company or the sale of all or substantially all of such Guarantor subsidiary’s assets (other than by lease), whether or not such Guarantor subsidiary is the surviving entity in such transaction, to a person which is not the Company or a subsidiary of the Company; provided that (i) such sale, exchange, transfer or disposition is made in compliance with the applicable Indenture, including the covenants regarding consolidation, merger and sale of assets and, as applicable, dispositions of assets that constitute notes collateral, and (ii) all the obligations of such Guarantor subsidiary under all debt of the Company or its subsidiaries terminate upon consummation of such transaction;

(b) designation of any Guarantor subsidiary as an “excluded subsidiary” (as defined in the Indentures); or

Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group's amounts due from, amounts due to, and transactions with, non-Guarantor subsidiaries and related parties have been presented in separate line items.

SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE ISSUER AND GUARANTOR SUBSIDIARIES

The following table is summarized combined financial information from the Statements of Unaudited Condensed Consolidated Financial Position of the obligated group:


(In millions)	March 31, 2026		December 31, 2025
Current assets	$	6,570	$	6,198
Non-current assets	11,503		11,556
Current liabilities	(3,877)		(3,922)
Non-current liabilities	(9,415)		(8,884)

The following table is summarized combined financial information from the Statements of Unaudited Condensed Consolidated Operations of the obligated group:


	Three Months Ended
(In millions)	March 31, 2026
Revenues	$	4,386
Cost of goods sold	(4,423)
Loss from continuing operations	(163)
Net loss	(163)
Net loss attributable to Cliffs shareholders	(163)

The obligated group had the following balances with non-Guarantor subsidiaries and other related parties:


(In millions)	March 31, 2026		December 31, 2025
Balances with non-Guarantor subsidiaries:
Accounts receivable, net	$	770	$	758
Accounts payable	(1,001)		(1,069)

Balances with other related parties:
Accounts receivable, net	$	14	$	11
Accounts payable	(11)		(11)

Additionally, for the three months ended March 31, 2026, the obligated group had Revenues of $27 million and Cost of goods sold of $23 million, in each case, with other related parties.

MARKET RISKS

We are subject to a variety of risks, including those caused by changes in commodity prices, foreign currency exchange rates, and interest rates. We have established policies and procedures to manage such risks; however, certain risks are beyond our control.

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PRICING RISKS

In the ordinary course of business, we are exposed to price fluctuations in both the production and sale of our products. Price fluctuations related to the production of our products are impacted by market prices for natural gas, electricity, ferrous and stainless steel scrap, metallurgical coal, coke, zinc, chrome, nickel and other alloys. Price fluctuations related to the sale of our products are primarily impacted by market prices for HRC and other related spot indices. Our financial results can vary for our operations as a result of these fluctuations.

Our strategy to address the risk of changes in the prices of both energy and raw materials that are purchased and utilized in our operations includes improving efficiency in energy usage, identifying alternative providers, utilizing the lowest cost alternative fuels and making forward physical purchases.

Some customer contracts have fixed pricing terms, which increase our exposure to fluctuations in raw material and energy costs. To reduce our exposure, we enter into annual, fixed price agreements for certain raw materials. Some of our existing multi-year raw material supply agreements have required minimum purchase quantities. Under adverse economic conditions, those minimums may exceed our needs. Absent exceptions for force majeure and other circumstances affecting the legal enforceability of the agreements, these minimum purchase requirements may compel us to purchase quantities of raw materials that could significantly exceed our anticipated needs or pay damages to the supplier for shortfalls. In these circumstances, we would attempt to negotiate agreements for new purchase quantities. There is a risk, however, that we would not be successful in reducing purchase quantities, either through negotiation or litigation. If that occurred, we would likely be required to purchase more of a particular raw material in a particular year than we need, negatively affecting our results of operations and cash flows.

Certain of our customer contracts include variable-pricing mechanisms that adjust selling prices in response to changes in the costs of certain raw materials and energy, while other of our customer contracts exclude such mechanisms. We may enter into multi-year purchase agreements for certain raw materials with similar variable-price mechanisms, allowing us to achieve natural hedges between the customer contracts and supplier purchase agreements. Therefore, in some cases, price fluctuations for energy (particularly natural gas and electricity), raw materials (such as scrap, chrome, zinc and nickel) or other commodities may be, in part, passed on to customers rather than absorbed solely by us. There is a risk, however, that the variable-price mechanisms in the sales contracts may not necessarily change in tandem with the variable-price mechanisms in our purchase agreements, negatively affecting our results of operations and cash flows.

If we are unable to align fixed and variable components between customer contracts and supplier purchase agreements, we routinely evaluate the use of derivative instruments to hedge market risk. As a result, we use commodity-based derivative contracts to hedge a portion of our exposure from our natural gas and electricity requirements. Our hedging strategy is designed to protect us from excessive pricing volatility. However, since we do not typically hedge 100% of our exposure, abnormal price increases in any of these commodity markets would negatively affect operating costs.

Our primary strategy for managing fluctuations related to the selling price of our products is to obtain competitive prices and allow operating results to reflect market price movements dictated by supply and demand; however, from time to time, we also utilize derivative instruments to manage a portion of our exposure to HRC price volatility in the average selling price of our products.

The following table summarizes the negative effect of a hypothetical change in the fair value of our derivative instruments outstanding as of March 31, 2026, due to a 10% and 25% change in the market price of each of the indicated commodities:


Contract Type (In millions)	10% Change		25% Change
Natural gas	$	50	$	124
Electricity	10		25
HRC	39		97

Any resulting changes in fair value would be recorded as adjustments to AOCI, net of income taxes, or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid for the related commodities or the benefit of higher selling prices related to the HRC price, respectively.

VALUATION OF GOODWILL AND OTHER LONG-LIVED ASSETS

GOODWILL

We assign goodwill arising from acquired companies to the reporting units that are expected to benefit from the synergies of the acquisition. Goodwill is tested on a qualitative or quantitative basis for impairment at the reporting unit level on an annual basis (October 1) and between annual tests if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We have an unconditional option to bypass the qualitative test for any reporting unit in any period and proceed directly to performing the quantitative test. Should our qualitative test indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative test to determine the amount of impairment, if any, to the carrying value of the reporting unit and its associated goodwill.

Triggering events could include a significant and sustained change in the business climate, including, among other factors, declines in historical or projected revenue, operating income, Adjusted EBITDA or cash flows, and declines in the stock price or market capitalization, considered both in absolute terms and relative to peers, legal factors, competition, or sale or disposition of a significant portion of a reporting unit. Automotive production and sales are cyclical and sensitive to general economic conditions and other factors, including interest rates, consumer credit, spending and preferences, and supply chain disruptions. Additionally, to the extent that commodity prices, including the HRC price, coated and other specialty steel prices, international steel prices and

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scrap metal prices, significantly decline for an extended period, we may have to further revise our operating plans. As a result, testing for potential impairment on our goodwill may be adversely affected by uncertain market conditions for the global steel industry, as well as changes in interest rates, inflation, commodity prices and general economic conditions. Changes in general economic and/or industry specific conditions, such as the impacts of significant recent shifts in trade policies, including the imposition of tariffs, retaliatory tariff measures and subsequent modifications or suspensions thereof, and market reactions to such policies and resulting trade disputes, could further impact our impairment assessments. We do not believe the current challenging macroeconomic and industry conditions, or volatility in our market capitalization, have significantly changed our assessment of the fair value of our reporting units.

Application of a goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and the determination of the fair value of each reporting unit, if a quantitative assessment is deemed necessary. The fair value of each reporting unit is estimated using the guideline public company method, the discounted cash flow methodology, or a combination of both, which considers forecasted cash flows discounted at an estimated weighted average cost of capital. Assessing the recoverability of our goodwill requires significant assumptions regarding discount rates, market multiples, the estimated future cash flows and other factors to determine the fair value of a reporting unit, including, among other things, estimates related to forecasts of future revenues, Adjusted EBITDA, capital expenditures and working capital requirements, which are based upon our long-range plan estimates. The assumptions used to calculate the fair value of a reporting unit may change based on operating results, market conditions and other factors. Changes in these assumptions could materially affect the determination of fair value for each reporting unit.

OTHER LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. Such indicators may include: a significant decline in expected future cash flows; a sustained, significant decline in market pricing; a significant adverse change in legal or environmental factors or in the business climate; changes in estimates of our recoverable reserves; and unanticipated competition. Any adverse change in these factors could have a significant impact on the recoverability of our long-lived assets and could have a material impact on our consolidated statements of operations and statements of financial position.

A comparison of each asset group's carrying value to the estimated undiscounted net future cash flows expected to result from the use of the assets, including cost of disposition, is used to determine if an asset is recoverable. Projected future cash flows reflect management's best estimate of economic and market conditions over the projected period, including growth rates in revenues and costs, and estimates of future expected changes in operating margins and capital expenditures. If the carrying value of the asset group is higher than its undiscounted net future cash flows, the asset group is measured at fair value and the difference is recorded as a reduction to the long-lived assets. We estimate fair value using a market approach, an income approach or a cost approach. For the three months ended March 31, 2026, we concluded that there were no triggering events resulting in the need for an impairment assessment.

FOREIGN CURRENCY EXCHANGE RATE RISK

We are subject to changes in foreign currency exchange rates primarily as a result of our operations in Canada, which could impact our financial condition. Foreign exchange rate risk arises from our exposure to fluctuations in foreign currency exchange rates because our reporting currency is the U.S. dollar, but the functional currency of our Stelco subsidiaries is the Canadian dollar. Specifically, we are primarily exposed to fluctuations in foreign currency rates in relation to an intercompany note with our Stelco subsidiary that is denominated in the Canadian dollar. Changes in the Canadian dollar exchange rate may result in volatility in our financial condition due to the routine remeasurement of this note. As of March 31, 2026, a 1% change in the Canadian dollar foreign currency exchange rate would result in a $9 million change in currency exchange income (expense). Additionally, we engage in routine transactions denominated in foreign currencies, such as the purchases of goods and services. However, the potential impact of these transactions to our financial condition is significantly less than the potential impact of the routine remeasurement of the intercompany note.

INTEREST RATE RISK

Interest payable on our senior notes is at fixed rates. Interest payable under our ABL Facility is at a variable rate based upon the applicable base rate plus the applicable base rate margin depending on the excess availability. As of March 31, 2026, we had $959 million of outstanding borrowings under our ABL Facility. An increase in prevailing interest rates would increase interest expense and interest paid for any outstanding borrowings under our ABL Facility. For example, a 100 basis point change to interest rates under our ABL Facility at the March 31, 2026 borrowing level would result in a change of $10 million to interest expense on an annual basis.

SUPPLY CONCENTRATION RISKS

Many of our operations and mines rely on one source for each of electric power and natural gas. A significant interruption or change in service or rates from our energy suppliers could materially impact our production costs, margins and profitability.

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FORWARD-LOOKING STATEMENTS

This report contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These statements speak only as of the date of this report, and we undertake no ongoing obligation, other than that imposed by law, to update these statements. Investors are cautioned not to place undue reliance on forward-looking statements. Uncertainties and risk factors that could affect our future performance and cause results to differ from the forward-looking statements in this report include, but are not limited to:

•continued volatility of steel, scrap metal and iron ore market prices, which directly and indirectly impact the prices of the products that we sell to our customers;

•uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry;

•potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity and production, prevalence of steel imports and reduced market demand;

•severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us;

•risks related to U.S. and Canadian government actions and other countries' reactions with respect to Section 232, the USMCA and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports;

•impacts of extensive governmental regulation, including actual and potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations;

•potential impacts to the environment or exposure to hazardous substances resulting from our operations;

•our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business, or to repurchase our common shares;

•our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all;

•adverse changes in credit ratings, interest rates, foreign currency rates and tax laws;

•risks and uncertainties related to our ability to realize the anticipated synergies or other expected benefits of any acquisitions, including the acquisition of Stelco, any potential transaction arising out of our Memorandum of Understanding with POSCO and completing any proposed asset divestiture transactions;

•challenges to successfully implementing our business strategy to achieve operating results in line with our guidance;

•the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property-related matters, labor and employment matters, mineral royalty disputes, or suits involving legacy operations and other matters;

•supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, water, critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, other alloys, coke and metallurgical coal, and critical manufacturing equipment and spare parts, including as a result of geopolitical conflicts;

•problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials and spare parts to us;

•our ability to implement strategic or sustaining capital projects on time and on budget;

•uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events;

•cybersecurity incidents relating to, disruptions in, or failures of, IT systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of our or third parties' sensitive or essential business or personal information and the inability to access or control systems;

•emerging risks related to the adoption and regulation of AI, including our ability to achieve the expected benefits of our adoption of IT platforms that use AI;

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•liabilities and costs arising in connection with business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with resuming production at any previously idled operating facility or mine;

•our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks;

•uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our emissions in alignment with our own announced targets;

•challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces GHG emissions, and our ability to foster a consistent operational and safety track record;

•our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, option, easement or other possessory interest for any mining property;

•our ability to complete technical and economic studies to determine the potential for economic extraction of rare earth minerals at our mining properties, and the risk that rare-earth extraction at our properties may not be economically viable;

•our ability to maintain satisfactory labor relations with unions and our employees;

•unanticipated or higher costs associated with pension and OPEB obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations, including for multiemployer plan withdrawal liability;

•uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; and

•potential significant deficiencies or material weaknesses in our internal control over financial reporting.

For additional factors affecting our business, refer to Part II – Item 1A. Risk Factors of this Quarterly Report on Form 10-Q. You are urged to carefully consider these risk factors.

Forward-looking and other statements in this Quarterly Report on Form 10-Q regarding our GHG reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding our market risk is presented under the caption "Market Risks," which is included in our Annual Report on Form 10-K for the year ended December 31, 2025, and Part I – Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.



ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based solely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

There was no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS

Environmental Matters. SEC regulations require us to disclose certain information about administrative or judicial proceedings involving the environment and to which a governmental authority is a party if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, we use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. We believe that this threshold is reasonably designed to result in disclosure of any such proceedings that are material to our business or financial condition.

We have described the other material pending legal proceedings, including administrative or judicial proceedings involving the environment, to which we are a party in our Annual Report on Form 10-K for the year ended December 31, 2025.



ITEM 1A. RISK FACTORS

We caution readers that our business activities involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management. We described the most significant risks that could impact our results in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to repurchases by the Company of our common shares during the periods indicated:

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares (or Units) Purchased1	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs2
January 1 - 31, 2026	310,089	$	13.20	—	$	1,375,931,379
February 1 - 28, 2026	5,863	$	9.50	—	$	1,375,931,379
March 1 - 31, 2026	1,784	$	10.67	—	$	1,375,931,379
Total	317,736	$	13.12	—

1Shares that were delivered to us in order to satisfy tax withholding obligations due upon the vesting or payment of stock awards.
2 On April 22, 2024, we announced that 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.



ITEM 4. MINE SAFETY DISCLOSURES

We are committed to protecting the occupational health and well-being of each of our employees. Safety is one of our core values and we strive to ensure that safe production is the first priority for all employees. Our internal objective is to achieve zero injuries and incidents across the Company by focusing on proactively identifying needed prevention activities, establishing standards and evaluating performance to mitigate any potential loss to people, equipment, production and the environment. We have implemented intensive employee training that is geared toward maintaining a high level of awareness and knowledge of safety and health issues in the work environment through the development and coordination of requisite information, skills and attitudes. We believe that through these policies, we have developed an effective safety management system.

Under the Dodd-Frank Act, each operator of a coal or other mine is required to include certain mine safety results within its periodic reports filed with the SEC. As required by the reporting requirements included in §1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K, the information concerning mining safety and health or other regulatory matters for each of our mine locations that are covered under the scope of the Dodd-Frank Act are included in Exhibit 95 of Part II – ITEM 6. EXHIBITS of this Quarterly Report on Form 10-Q.



ITEM 5. OTHER INFORMATION

Securities Trading Arrangements. During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408 of Regulation S-K).

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Supplemental Mine Safety Reporting. The following information is included for the purpose of providing disclosure under "Item 1.04 Mine Safety - Reporting of Shutdowns and Patterns of Violations" of Form 8-K. Section 1503(b)(1) of the Dodd-Frank Act requires the disclosure of the receipt of an imminent danger order (an "Order") under Section 107(a) of the Federal Mine Safety and Health Act of 1977 issued by the Mine Safety and Health Administration ("MSHA"). On April 18, 2026, Tilden Mining Company L.C., an indirect wholly-owned subsidiary of Cliffs ("Tilden"), received an Order from MSHA at Tilden's operations in Michigan regarding an employee observed working from a raised bucket of a Tilden vehicle without adequate fall protection. MSHA also observed that a safety chain within the bucket was not latched while the employee was working. Subsequent to issuance of the oral Order, the employee returned to the ground. The condition cited in the Order did not result in an accident or injury and did not adversely impact Tilden's operations at the mine.



ITEM 6. EXHIBITS

All documents referenced below have been filed pursuant to the Securities Exchange Act of 1934 by Cleveland-Cliffs Inc., file number 1-08944, unless otherwise indicated.


Exhibit Number						Exhibit

10.1						* Form of Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan Restricted Stock Units Award Memorandum and Restricted Stock Units Award Agreement (2026 RSUs) (filed herewith).
10.2						* Form of Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan Restricted Stock Units Award Memorandum and Restricted Stock Units Award Agreement (2026 RSUs - EXEC) (filed herewith).
10.3						* Form of Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan Market Stock Units Award Memorandum and Market Stock Units Award Agreement (2026 MSUs) (filed herewith).
10.4						* Form of Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan Market Stock Units Award Memorandum and Market Stock Units Award Agreement (2026 MSUs - EXEC) (filed herewith).
22						Schedule of the obligated group, including the parent and issuer and the subsidiary guarantors that have guaranteed the obligations under the 4.625% 2029 Senior Notes, the 6.875% 2029 Senior Notes, the 6.750% 2030 Senior Notes, the 4.875% 2031 Senior Notes, the 7.500% 2031 Senior Notes, the 7.000% 2032 Senior Notes, the 7.375% 2033 Senior Notes, and the 7.625% 2034 Senior Notes issued by Cleveland-Cliffs Inc. (filed herewith).
31.1						Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Lourenco Goncalves as of April 21, 2026 (filed herewith).
31.2						Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Celso L. Goncalves Jr. as of April 21, 2026 (filed herewith).
32.1						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Lourenco Goncalves, Chairman, President and Chief Executive Officer of Cleveland-Cliffs Inc., as of April 21, 2026 (filed herewith).
32.2						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Celso L. Goncalves Jr., Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., as of April 21, 2026 (filed herewith).
95						Mine Safety Disclosures (filed herewith).
101						The following financial information from Cleveland-Cliffs Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Statements of Unaudited Condensed Consolidated Financial Position, (ii) the Statements of Unaudited Condensed Consolidated Operations, (iii) the Statements of Unaudited Condensed Consolidated Comprehensive Loss, (iv) the Statements of Unaudited Condensed Consolidated Cash Flows, (v) the Statements of Unaudited Condensed Consolidated Changes in Equity, and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements.
104						The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101.

*						Indicates management contract or other compensatory arrangement.

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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, thereunto duly authorized.

CLEVELAND-CLIFFS INC.

By:

/s/ Kimberly A. Floriani

Name:

Kimberly A. Floriani

Title:

Senior Vice President, Controller & Chief Accounting Officer

Date:

April 21, 2026

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Date	Price Target	Rating	Analyst
4/1/2026	$9.00	Neutral	Goldman
3/25/2026		Sector Weight	KeyBanc Capital Markets
1/23/2026		Buy → Neutral	Seaport Research Partners
1/9/2026	$17.00	Equal-Weight → Overweight	Morgan Stanley
1/7/2026		Overweight → Sector Weight	KeyBanc Capital Markets
11/14/2025		Underweight → Equal Weight	Wells Fargo
10/21/2025	$11.00	Equal Weight → Underweight	Wells Fargo
8/14/2025	$10.00	Equal Weight	Wells Fargo

SEC Form 10-Q filed by Cleveland-Cliffs Inc.

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