Every material Form 8-K Cleveland-Cliffs filed with the SEC in 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Cleveland-Cliffs filing is on SEC EDGAR ↗. 8-K briefs of other companies →