Every material Form 8-K Cleveland-Cliffs has filed with the SEC since January 03, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Cleveland-Cliffs reported third-quarter 2026 revenues of $5.6 billion, up from $5.2 billion in the second quarter, and GAAP net income of $165 million, or $0.26 per diluted share, compared with a second-quarter net loss of $134 million. The company also said it expects fourth-quarter adjusted EBITDA of about $715 million and 2027 adjusted EBITDA above $4 billion, and it will indefinitely idle its Stelco galvanizing lines.
Q3 adjusted EBITDA was $612 million, up from $286 million in Q2 2026 and above the $575 million guidance given three months earlier
Fourth-quarter 2026 adjusted EBITDA is expected to be approximately $715 million
2027 adjusted EBITDA is expected to exceed $4 billion, based on new contracts and prevailing index price forecasts
Liquidity was $3.2 billion as of September 30, 2026; Stelco's galvanizing lines are idled indefinitely
Cleveland-Cliffs' Board appointed Executive Vice President and CFO Celso Goncalves as President and CFO, effective immediately, and added him to the Board. Chairman and CEO Lourenco Goncalves keeps his CEO role but gives up the title of President. Celso Goncalves is Lourenco Goncalves' son, and his base salary rises to $1,000,000 from $884,000.
Celso Goncalves named President and Chief Financial Officer effective July 21, 2026, and appointed to the Board
Lourenco Goncalves remains Chairman and CEO and no longer holds the title of President
Base salary increased from $884,000 to $1,000,000; change-in-control severance continuation period raised from two to three years
Celso Goncalves is the son of Chairman and CEO Lourenco Goncalves
Cleveland-Cliffs reported second-quarter 2026 results with revenue of $5.2 billion, up from $4.9 billion a year earlier and $4.9 billion in the first quarter. The company still posted a GAAP net loss of $134 million, or $0.25 per diluted share, though that was smaller than the $473 million loss in the year-earlier quarter and the $229 million loss in the first quarter of 2026. The company also expects third-quarter 2026 adjusted EBITDA of approximately $575 million.
Q2 2026 adjusted EBITDA was $286 million, up from $95 million in Q1 2026.
GAAP net loss was $134 million ($0.25 per diluted share); adjusted net loss was $115 million ($0.20 per diluted share).
Third-quarter 2026 adjusted EBITDA is expected to be approximately $575 million.
Full-year 2026 guidance for steel shipments, capital expenditures, SG&A, DD&A and pension payments was maintained; liquidity was $3.1 billion as of June 30, 2026.
Cleveland-Cliffs reported first-quarter 2026 results on April 20, 2026, with revenue of $4.9 billion and a GAAP net loss of $229 million, or $0.42 per diluted share. Both figures improved from the first quarter of 2025, but the company still posted a loss and cited an $80 million one-time energy cost from cold weather. The company maintained its previously guided full-year 2026 outlook.
Revenue of $4.9 billion, up from $4.6 billion in Q1 2025 and $4.3 billion in Q4 2025
GAAP net loss of $229 million, or $0.42 per diluted share, versus $486 million, or $1.01 per share, in Q1 2025
Adjusted EBITDA of $95 million, including an $80 million negative one-time energy cost impact; Q1 2025 was a loss of $179 million
Full-year 2026 outlook maintained, including steel shipments of 16.5-17.0 million net tons and capital expenditures of approximately $700 million
Cleveland-Cliffs said Lead Director Douglas C. Taylor resigned from the Board, and the Board accepted the resignation effective immediately on February 22, 2026. The company said the resignation was not due to any disagreement and was required under its governance guidelines after a change in Taylor's primary occupation, position or business affiliation. The Board filled his roles by appointing Ralph S. Michael, III as Lead Director and Edilson T. Camara as Chairman of the Compensation and Organization Committee.
Douglas C. Taylor resigned as a Board member on February 19, 2026; the Board accepted it effective immediately on February 22, 2026
Company says the resignation was not due to any disagreement on operations, policies or practices
Ralph S. Michael, III appointed Lead Director and Edilson T. Camara named Chairman of the Compensation and Organization Committee, both on February 22, 2026
Cleveland-Cliffs reported a fourth-quarter 2025 GAAP net loss of $235 million, or $0.44 per diluted share, narrower than the $434 million loss a year earlier. For full-year 2025, the net loss widened to $1.4 billion from $714 million in 2024, and revenue fell to $18.6 billion from $19.2 billion. The company also gave 2026 expectations and said it is targeting a definitive agreement with POSCO in the first half of 2026.
Q4 2025 GAAP net loss of $235 million, or $0.44 per diluted share, versus $434 million, or $0.92 per diluted share, in Q4 2024
Q4 2025 revenues of $4.3 billion, flat with the prior-year fourth quarter
Full-year 2025 GAAP net loss of $1.4 billion, or $2.91 per diluted share, versus $714 million, or $1.58 per diluted share, in 2024
Company is targeting a definitive agreement with POSCO in the first half of 2026
Cleveland-Cliffs appointed Edilson Camara as an independent director effective November 12, 2025, and named him to the Compensation and Organization Committee. The filing describes routine nonemployee director pay and an indemnification agreement, with no financial results or change in company strategy disclosed.
Edilson Camara appointed to the Board effective November 12, 2025, and designated independent under NYSE standards
Mr. Camara joins the Compensation and Organization Committee
He will receive a prorated restricted share award under the 2021 Nonemployee Directors' Compensation Plan, plus quarterly retainer fees
The company expects to enter into an indemnification agreement with him, under Ohio law
Cleveland-Cliffs reported third-quarter 2025 results with revenue of $4.7 billion, down from $4.9 billion in the second quarter. The GAAP net loss narrowed to $234 million from $473 million, and adjusted EBITDA rose to $143 million from $94 million, which shows the steelmaker's losses shrinking even as sales declined. The company also lowered its full-year 2025 capital expenditure and SG&A expectations.
Revenue was $4.7 billion in Q3 2025, compared with $4.9 billion in Q2 2025.
Adjusted net loss was $223 million, or $0.45 per diluted share, versus $250 million, or $0.51 per share, in Q2 2025.
Adjusted EBITDA was $143 million, up from $94 million in Q2 2025.
Full-year 2025 capital expenditure expectation was cut to approximately $525 million from $600 million; SG&A expectation was cut to approximately $550 million from $575 million.
Cleveland-Cliffs issued an additional $275 million of its 7.625% Senior Guaranteed Notes due 2034 in a private transaction on October 10, 2025, priced at 102.75% of principal. The company said it will use the net proceeds to repay borrowings under its asset-based credit facility, adding to the $850 million of notes issued earlier. The filing describes the terms of the debt but does not report any change to the company's financial results.
Additional notes: $275 million principal, issued at 102.75% of par, on October 10, 2025
Total 7.625% notes due January 15, 2034 now include $850 million initial notes plus the $275 million add-on
Proceeds to repay borrowings under the asset-based credit facility
Notes are unsecured senior obligations, guaranteed by material domestic subsidiaries; interest paid semi-annually from January 15, 2026
Cleveland-Cliffs issued $850 million of 7.625% senior guaranteed notes maturing January 15, 2034, in a private transaction. The company plans to use the proceeds to redeem $685 million of existing notes due 2027 and to repay borrowings under its asset-based credit facility, which refinances debt and extends maturities.
Notes: $850 million aggregate principal, 7.625% annual interest, payable semi-annually from January 15, 2026, maturing January 15, 2034
Proceeds to redeem $685 million of 2027 notes (5.875% and 7.000% guaranteed notes and AK Steel 7.000% notes) and repay asset-based credit facility borrowings
Covenants limit certain liens, sale and leaseback deals, mergers and asset sales; holders can require repurchase at 101% upon a change of control triggering event
Cleveland-Cliffs reported second-quarter 2025 revenue of $4.9 billion, up from $4.6 billion in the first quarter, but posted a GAAP net loss of $470 million that included $323 million of non-recurring charges tied to idled facilities. Adjusted EBITDA swung to $97 million from a loss of $174 million in the first quarter, and the company updated several full-year 2025 expectations.
Revenue of $4.9 billion for Q2 2025, compared with $4.6 billion in Q1 2025 and $5.1 billion in Q2 2024.
GAAP net loss of $470 million; adjusted net loss of $247 million, or $0.50 per diluted share.
Adjusted EBITDA of $97 million, versus a $174 million loss in Q1 2025.
Full-year 2025 outlook: capital expenditures cut to about $600 million from $625 million; depreciation, depletion and amortization raised to about $1.2 billion from about $1.1 billion.
Cleveland-Cliffs reported a first-quarter 2025 GAAP net loss of $483 million, or $1.00 per diluted share, compared with a net loss of $53 million a year earlier. The company is idling six facilities, which it expects to save over $300 million annually, and it updated full-year 2025 cost and capital spending expectations.
GAAP net loss of $483 million, or $1.00 per diluted share, vs. a net loss of $53 million in Q1 2024
Adjusted EBITDA loss of $174 million, vs. Adjusted EBITDA of $414 million in Q1 2024
Revenue of $4.6 billion, up from $4.3 billion in Q4 2024 but down from $5.2 billion in Q1 2024
Full-year 2025 steel unit cost reduction now about $50 per net ton (previously about $40); capital expenditures now about $625 million (previously $700 million)
Cleveland-Cliffs reported a full-year 2024 GAAP net loss of $708 million, or $1.57 per diluted share, compared with 2023 net income of $450 million, as revenue fell to $19.2 billion from $22.0 billion. CEO Lourenco Goncalves blamed weak steel demand and unsustainably low steel prices from imports, and said the fourth quarter should be the trough. The filing gives 2025 expectations that now include Stelco, but no 2025 revenue or earnings forecast.
Full-year 2024 revenues were $19.2 billion, down from $22.0 billion in 2023.
Full-year 2024 GAAP net loss was $708 million ($1.57 per diluted share), versus 2023 net income of $450 million ($0.78 per diluted share).
Fourth-quarter 2024 GAAP net loss was $434 million ($0.92 per diluted share); Adjusted EBITDA was a $81 million loss, versus $279 million a year earlier.
2025 expectations include capital expenditures of approximately $700 million and steel unit cost reductions of approximately $40 per net ton versus 2024.
Cleveland-Cliffs issued $850 million of 7.500% senior guaranteed notes maturing September 15, 2031, in a private transaction, under an indenture dated February 6, 2025. The company intends to use the net proceeds for general corporate purposes, including repaying borrowings under its asset-based credit facility, which adds long-term debt while refinancing shorter-term borrowings.
Principal amount: $850 million; interest rate 7.500%, paid semi-annually on March 15 and September 15, starting September 15, 2025
Notes mature September 15, 2031; issued February 6, 2025 to U.S. Bank Trust Company, National Association, as trustee
Company may redeem before March 15, 2028 at par plus a make-whole premium, and from March 15, 2028 at an initial 103.750% price
Net proceeds intended for general corporate purposes, including repayment of asset-based credit facility borrowings
Cleveland-Cliffs released preliminary fourth-quarter and full-year 2024 results, showing an approximate $85 million adjusted EBITDA loss for Q4 and approximately $775 million for the full year on revenue of approximately $19.2 billion. The company also priced an upsized $850 million offering of 7.500% senior guaranteed notes due 2031, with closing expected February 6, 2025, and says the proceeds will repay borrowings under its asset-based credit facility. The preliminary figures are unaudited, and complete results are due after the market close on February 24, 2025.
Q4 2024 preliminary: steel shipments of 3.8 million net tons, revenues of approximately $4.3 billion, adjusted EBITDA loss of approximately $85 million
Full-year 2024 preliminary: shipments of 15.6 million net tons, revenues of approximately $19.2 billion, adjusted EBITDA of approximately $775 million
Including Stelco, 2024 pro-forma adjusted EBITDA of approximately $1.2 billion
$850 million of 7.500% senior guaranteed notes due 2031 priced, upsized from $750 million; expected to close February 6, 2025
Cleveland-Cliffs said on January 3, 2025 that its board appointed Jane M. Cronin as a director, effective immediately, and as a member of the Audit Committee. The board determined she is independent under New York Stock Exchange standards. The filing is a routine board addition and does not describe any change to company financials or operations.
Jane M. Cronin appointed to the Board effective January 3, 2025; board deems her independent
Cronin joins the Audit Committee
She receives nonemployee director pay, including a prorated restricted share award and quarterly retainer fees under the 2021 Nonemployee Directors' Compensation Plan
Company expects to sign a standard director and officer indemnification agreement with her
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