CLF 10-K & 10-Q changes, risk factors and insider trading

Our revenues, therefore, vary in accordance with the prices of the products we sell. During 2024, for example, we experienced lower average selling prices for our steel products as compared to 2023 due to the impact from lower index pricing, which resulted in lower revenues. In addition, we had lower sales volumes in 2024, which also contributed to lower revenues. To the extent that commodity prices, including the HRC price, coated and other specialty steel prices, international steel prices and scrap metal prices, significantly decline for an extended period, we may have to further revise our operating plans, including curtailing production, reducing operating costs and deferring capital expenditures. As a result, we also may have to record impairments on our goodwill, intangible assets, long-lived assets and/or inventory. Sustained lower prices also could cause us to further reduce existing mineral reserves if certain reserves can no longer be economically mined or processed at prevailing prices. Particularly during periods of increased inflation resulting in higher input costs, we may be unable to decrease our costs in an amount sufficient to offset reductions in revenues and may incur losses. These events could have a material adverse effect on us.

The largest end user for our steel products is the automotive industry in North America. Beyond these direct sales to the automotive industry, we make additional sales to distributors and converters, which may ultimately resell some of that volume to the automotive market. In addition to the magnitude of our exposure to the automotive industry, we face risks arising from our relative concentration of sales to certain specific automotive manufacturers, and our sales volumes and revenues may be adversely 17 | CLF 2025 FORM 10-K affected if we are unable to renew and/or renegotiate our fixed price contracts with one or more significant automotive customers or if those customers choose to move certain portions of their parts business to alternate suppliers. 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. If automotive production and sales decline, whether due to consumers facing reduced purchasing power caused by inflation, higher interest rates or otherwise, our sales and shipments to the automotive market are likely to decline in a corresponding manner. Adverse impacts that we may sustain as a result include, without limitation, lower margins because of the need to sell our steel to less profitable customers and markets, higher fixed costs from lower steel production if we are unable to sell the same amount of steel to other customers and markets, and lower sales, shipments, pricing and margins generally as our competitors face similar challenges and compete vigorously in other markets that we serve. These adverse impacts could negatively affect our revenues, financial results and cash flows.

Moreover, despite our position as a leading North America-based flat-rolled steel producer, competition for automotive business has intensified in recent years, as steel producers and companies producing alternative materials have focused their efforts on capturing and/or expanding their marketvolume share of automotive business because of less favorable conditions in other markets for steel and other metals, including commodity products. As a result, the potential exists that we may lose market sharesales to existing or new entrants or that automotive manufacturers will take advantage of the intense competition among potential suppliers during periodic contract renewal negotiations to pressure our pricing and margins in order for us to maintain or expand our marketsales sharevolumes with them, which could negatively affect our shipments, revenues, cost structure, financial results and cash flows.

Global steelmaking overcapacity and overproduction, as well as steel imports, and oversupply of iron ore could lead to lower or more volatile global steel and iron ore prices, directly or indirectly impacting our profitability.

Significant existing global steel capacity and new or expanded production capacity in recent years could potentially cause capacity to exceed demand globally. Although certain North American steel producers have shut down production capacity, certain of our competitors have announced and are moving ahead with plans to develop new steelmaking capacity in the near term. In addition, certain foreign competitors, which may have cost advantages due to being owned, controlled or subsidized by foreign governments, have substantially increased their steelmaking capacity and/or production in the last few years and inmay some instances appear to have targetedtarget the U.S. marketand Canadian markets for imports. The risk of even greater levels of imports maycould continue,materialize, depending upon changes in duties or tariffs, foreign market and economic conditions, changes in trade agreements and treaties, laws, regulations or government policies affecting trade, the ability of foreign producers to circumvent U.S.North American trade sanctions and policy (including in the markets for electrical steels),policy, the value of the U.S. dollar relative to other currencies and other variables beyond our control. In addition, higher sustained market prices of steel and iron ore products could cause new producers to enter the market or existing producers to further expand productive capacity, which could in turn lead to lower steel prices and increasing prices of steelmaking inputs, such as scrap metal. Excess global steel and iron ore supply combined with reduced global steel demand and increased imports could also lead to lower steel and iron ore prices. Downward pressure on steel and/or iron ore prices could have an adverse effect on our results of operations, financial condition and profitability.

Sales and operations for a majority of our customers are sensitive to general economic conditions in the North American automotive, housing, construction, appliance, energy, defense and other industries. Some of our customers are highly leveraged. If there is a sustained weakening of current economic conditions, whether because of operational, cyclical, supply chain or other issues, including trade policies, inflationary pressures, higher interest rates or an infectious disease outbreak, it could cause customers to reduce, delay or cancel their orders with us, impact significantly the creditworthiness of our customers, and lead to other financial difficulties or even bankruptcy filings by our customers. Failure to receive payment from our customers for products that we have delivered could adversely affect our results of operations, financial condition and liquidity. The concentration of customers in a specific industry, such as the automotive industry, may increase our risk because of the likelihood that circumstances may affect multiple customers at the same time. Such events could cause us to experience lost sales or losses associated with the potential inability to collect all outstanding accounts receivable as well as reduced liquidity. Similarly, certain of our key vendors have recentlypreviously suffered, and from time to time may continuein tothe future suffer, financial hardship, including bankruptcy. Such vendors could face operational disruption or even be forced to liquidate, which could result in such vendors defaulting on their obligations to us or in our inability to secure replacement materials or services on a timely basis, or at all, or cause us to incur increased costs to do so. Such events could adversely impact our continuity of operations, financial results and cash flows.

In recent years, the U.S. government has altered its approach to international trade policy, both generally and with respect to matters directly and indirectly affecting the steel industry, including by undertaking certain unilateral actions affecting trade, renegotiating existing bilateral or multilateral trade agreements, and entering into new agreements or treaties with foreign countries. For example, in March 2018, the U.S. government issued a proclamation pursuant to Section 232 imposing a 25% tariff on imported steel. These Section 232 tariffs were imposed on national security grounds and addressed imported steel that was being unfairly traded by certain foreign competitors at artificially low prices. In retaliation against the Section 232 tariffs, the European Union subsequently imposed its own tariffs against certain steel products and other goods imported from the U.S. Following the November 2020 U.S. presidential election, negotiations between the U.S. government and other governments resulted in revisions to these measures. For example, the U.S. government agreed to modified tariff rate quota systems with each of the European Union, Japan and the United Kingdom that allowed more imports from those trading partners to enter the U.S. market free of Section 232 tariffs. However, in early 2025, the U.S. government announced that the 25% Section 232 tariffs on steel imports originally imposed in 2018 on national security grounds would be re-imposed without exemptions andor exclusions, beginning in March 2025. Subsequently, in June 2025, the Section 232 steel tariffs were generally increased to 50%. During 2025, Section 232 tariffs were also applied to certain products derived from steel as part of the U.S. Department of Commerce Section 232 steel inclusions process. Furthermore, in 2025, the Canadian government imposed a 25% tariff on imported steel regardless of country of origin 18 | CLF 2025 FORM 10-K and imposed tariff rate quotas for steel imports varying by country of origin. Even so, as has occurred in the past, the U.S. governmentand/or Canadian governments may latersubsequently determine to negotiate exemptions and/or exclusions from Section 232such tariffs and other protective measures with certain trading partners. And if either the Section 232 measurestariffs, with respect to our U.S. operations, or Canadian measures, with respect to our Canadian operations, are removed, modified or substantially weakened, whether through legal challenge, legislation, further executive action or otherwise, imports of foreign steel would likely increase and steel prices in the U.S. and Canada would likely fall, which could materially adversely affect our consolidated revenues, financial results and cash flows.

In addition, during 2020, the USMCA was implemented among the U.S., Mexico and Canada in place of the North American Free Trade Agreement. Because all our steel manufacturing facilities are located in North America and one of our principal markets is automotive manufacturing in North America, we believe that the USMCA has the potential to positivelysignificantly impact our business by incentivizing automakers and other manufacturers to increase manufacturing production in North America and to use North American steel.results. However, it is difficult to predict the implications of changes in trade policy and, therefore, whether the USMCA (including any revisions or extensions of the USMCA that may be implemented in connection with the mandatory joint review process beginning in 2026), or any termination of the USMCA, or other new or renegotiated trade agreements, treaties, laws, regulations or policies that may be implemented by the U.S. government, or otherwise, will have a beneficial or detrimental impact on our business and our customers’ and suppliers’ businesses. Adverse effects could occur directly from a disruption to trade and commercial transactions and/or indirectly by adversely affecting the U.S. economy or certain sectors of the economy, impacting demand for our customers’ products and, in turn, negatively affecting demand for our products. Important links of the supply chain for some of our key customers, including automotive manufacturers, could be negatively impacted by the USMCA or other new or renegotiated trade agreements, treaties, laws, regulations or policies.

While we may currently benefit from certain antidumping and countervailing duty orders, any such relief is subject to periodic reviews and challenges, which can result in revocation or modification of the orders or reduction of the duties. Currently, there are ongoing antidumping and countervailing duty investigations involving imports of corrosion-resistant steel into the U.S. from various countries, including Canada, Mexico, Brazil, Australia, the Netherlands, South Korea, Taiwan, Turkey, Vietnam and the United Arab Emirates. The outcomes of those investigations are uncertain and could adversely affect the competitiveness and viability of our U.S. and/or Canadian corrosion-resistant steel businesses. Following the recent change in U.S. presidential administrations, the U.S. government may seek to alter the USMCA and has imposed and may in the future impose new or additional tariffs on goods imported into the U.S. (including steel or critical production inputs), which has led to and could in the future lead to other countries imposing or threatening to impose retaliatory tariffs on exports of American-made products (including steel) to those countries or other retaliatory efforts, such as restricting exports of critical production inputs to the U.S. In addition, previously granted petitions for trade relief may not be successful or fully effective at preventing harm from subsidized and dumped imports into the U.S. Any of these actions and their direct and indirect impacts could materially adversely affect our revenues, financial results and cash flows.

•changes in, and enforcement of, MSHA regulations, such as respirable silica standards and surface mobile equipment rules;

Despite implementation of rigorous environmental protocols and management systems, we cannot be certain that we have been or will be at all times in complete compliance with all such laws and regulations. If we violate or fail to comply with these laws or regulations, we could be fined, required to retrofit or cease operations, subject to criminal or civil liability, or otherwise sanctioned by regulators or barred from participating in government contracts. In addition, regulatory agencies have the authority to order a mine or production facility to be temporarily or permanently closed where imminent danger that could cause death or serious physical harm is perceived. Compliance with the complex and extensive laws and regulations to which we are subject imposes substantial costs on us, which could increase over time because of heightened regulatory oversight, adoption of more stringent environmental, 19 | CLF 2025 FORM 10-K health and safety standards and greater demand for remediation services leading to shortages of equipment, supplies and labor, as well as other factors.

•changes in tariff policy, including with respect to the 25%50% tariff on certain imported steel imposed under Section 232, and including the new or additional tariffs recently imposed by the U.S. government on Canada, China and Mexico and the retaliatory tariffs that have already been, or may in the future be, imposed in response to such tariffs;

•revised National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, lime and coke sectors;

•climate change mitigation strategiesstrategies, carbon taxes and GHG regulation;

•revised National Ambient Air Quality Standards, particularly for particulate mattermatter, sulfur dioxide and ozone; and

We similarly expect some state governments to continue to propose more stringent environmental regulation, in particular related to climate change. Any new or more stringent legislation, regulations, rules, interpretations or orders, when enacted and enforced, including any related to required monitoring and reporting or reductions in, or taxes on, levels of carbon emissions, could have a material adverse effect on our business, results of operations, financial condition or profitability. In addition, judicial decisions or executive actions limiting the authority of regulatory agencies,agencies or impacting current regulations and policies implemented by such agencies,agencies could create uncertainty regarding the regulatory landscape and impact our ability to operate our existing business and plan for future investments.

Our operations may be impacted by the recent enactment,proposal and ongoing consideration,consideration of significant federal and state laws and regulations relating to certain mine-related issues, suchincluding aspotential changes to the stabilityapproval ofprocess tailingsfor basins,roof mine drainagecontrol and fillventilation activities, reclamation and safetyplans in underground coal mines and surfacetraining plans for all mines. Additionally, there are requirements for the prompt reporting of accidents and increased fines and penalties for violations of these laws and regulations. Enforcement of existing mine-related laws and regulations, as well as enactment of any new such laws or regulations, may cause us to incur substantial additional compliance costs and fines and penalties for any violations.

As a supplier on public procurement projects, including projects that may arise out of proposed or recently enacted governmental legislation regarding infrastructure investments such as the Infrastructure Investment and Jobs Act of 2021, we may be subject to certain stringent regulations that may present compliance challenges or may increase the costs of securing certain business. These public procurement projects include projects that may arise out of proposed or recently enacted governmental legislation regarding infrastructure investments, which may require unique compliance obligations when compared with private sector projects. For example, in order to remain eligible for DOE funding, our major Butler and Middletown capital projects are subject to extensive U.S. government and DOE-specific regulations with which we must comply, including with respect to restrictions related to the use of foreign contractors and workers. Also, the U.S. government has rights to, and imposes ownership and use restrictions on, intellectual property fromthat themay be developed in connection with these projects. Further, our business is subject to risks associated with changes in laws, regulations and government policies, including executive orders. For example, executive orders may impose new compliance obligations, restrict our ability to perform under existing government contracts, impact our eligibility for future government awards, or require changes to our business practices. The additional burdens and restrictions imposed by these types of regulations and executive orders could increase our costs, maydelay our projects, limit our operational and contracting flexibility, and may disincentivize certain technology providers or other vendors from working with us. We may also be indirectly affected through regulatory changes that impact our customers, which in turn could reduce the quantity of our products they demand, adversely impact the terms upon which they purchase or the prices for our products they are willing to pay. Regulatory changes that impact our suppliers, such as any changes in labor or environmental 20 | CLF 2025 FORM 10-K standards in China, could decrease the availability of products or services they sell to us or could increase the price they demand for products or services they sell to us.

We must obtain, maintain and comply with numerous permits and licenses that require approval of operational plans and impose strict conditions on various environmental, health and safety matters in connection with our steel production and processing and mining and other operations. These include permits and approvals issued by various agencies and regulatory bodies, with which we may not always be able to comply. The permitting rules are complex and may change over time, making our ability to comply with the applicable requirements more difficult or potentially impractical and costly, possibly precluding the continuance of ongoing operations or the development of future operations. Interpretations of rules may also change over time and may lead to requirements, such as additional financial assurances, making it costlier to comply. Moreover, despite our ongoing efforts to reduce our environmental footprint and improve the resiliency of our business model, heightened levels of regulatory oversight focused on addressing climate change and industrial activities that generate GHGair emissions,emissions and/or water discharges, such as our steelmaking, cokemaking and mining operations, could impact, delay, or disrupt our ability to obtain new or renewed permits or modifications to existing permits.

In addition, the public, including special interest groups, Tribal nations and individuals, have certain rights under various laws and burgeoning environmental justice policies to comment upon, submit objections to, and otherwise engage in the permitting process, including bringing citizens’ lawsuits to challenge such permits or activities. For example, we have encountered and expect to continue to encounter public objections to permit renewal applications relating to our major mining operations and steelmaking facilities. Due to these factors or for other reasons, required permits may not be issued or renewed in a timely fashion or at all, or permits issued or renewed may include conditions that we cannot meet, may require additional capital investments, or may restrict our ability to conduct our production, mining and processing activities efficiently. Such conditions could include requirements for additional financial assurances that we may not be able to provide on commercially reasonable terms or at all, which could reduce available borrowing capacity under our ABL Facility. Such conditions, restrictions or requirements could also reduce our production, cash flows or profitability.

As of December 31, 2024,2025, we had $7.1$6.9 billion aggregate principal amount of long-termsenior debtnotes and $452 million aggregate borrowings under our ABL Facility outstanding (excluding $62$65 million of outstanding letters of credit and $382$402 million of finance leases) and $54$57 million of cash on our statement of consolidated financial position. As of December 31, 2024, we had $5.6 billion aggregate principal amount of our senior notes and $1.6 billion aggregate borrowings under our ABL Facility outstanding. Our aggregate amount of outstanding debt has increased year-over-year due primarily to additional debt we incurred and/or assumed in connection with completing the Stelco Acquisition during the fourth quarter of 2024. The aggregate principal amount of revolver commitments under our ABL Facility is $4.75 billion, comprised of $4.25 billion of lending commitments available to be borrowed by us and certain of our U.S. subsidiaries, and $500 million of lending commitments available to be borrowed by certain of our Canadian subsidiaries. As of December 31, 2024,2025, the aggregate borrowing availability under our ABL Facility was $2.5$3.2 billion based on amounts currently drawn, outstanding letters of credit obligations and our borrowing base.

A portion of our cash flow from operations is used to service debt under our senior notes and ABL Facility, reducing the availability of cash to fund capital expenditures, acquisitions or strategic development initiatives, and other general corporate purposespurposes, or to retire debt or return capital to shareholders, including via share repurchases. AlthoughWhile itwe iscurrently uncertain whetherexpect the U.S. Federal Reserve willto lower, maintain or raiselower interest rates during 20252026, decisions regarding the trajectory of future interest rates are uncertain, and beyond,there higheris risk that interest rates could be maintained or even increased. Higher-than-expected interest rates would increase the amount of cash we would need to allocate to servicing the interest expense on our debt for so long as we have an outstanding balance drawn under our ABL Facility.

Our ability to make scheduled payments on the principal, premium, if any, and interest on our debt, or to refinance our debt obligations, depends on our ability to generate cash in the future and our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control, as described elsewhere in this “Risk Factors” section. If we are unable to service our debt obligations, we could face substantial liquidity problems and we may be forced to reduce or delay investments, capital expenditures and share repurchases, or to sell assets, seek additional capital, including additional secured or unsecured debt,notes, or restructure or refinance our debt, and we may be unable to continue as a going concern. We may be unable to consummate any proposed assetstrategic salespartnership transactions or recoverasset the carrying value of these assets,divestitures, and any proceeds may not be adequate to meet any debt service obligations then due. Any of these examples potentially could have a material adverse impact on our results of operations, profitability, shareholders’ equity and capital structure. In addition, a failure to comply with any applicable covenants in the instruments governing our debt could result in an event of default that, if not cured or waived, would have a material adverse effect on us.

Our level of indebtedness could have further consequences, including, but not limited to, increasing our vulnerability to adverse economic or industry conditions, placing us at a competitive disadvantage compared to other businesses in the industries in which we operate that are not as leveraged and that may be better positioned to withstand economic downturns and recessionary environments, limiting our flexibility to plan for, or react to, changes in our businesses and the industries in which we operate, and requiring us to refinance all or a portion of our existing debt. We may not be able to refinance on commercially reasonable terms or at all, and any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, making it more difficult to obtain surety bonds, letters of credit or other financial assurances that may be demanded by our vendors or regulatory agencies, particularly during periods in which credit markets are weak. In addition, our cost of financing or refinancing, access to the capital markets, and the terms under which we purchase goods and services could be adversely affected ifwhen credit ratings agencies downgrade our ratings, whether due to factors specific to our business or debt profile, a prolonged cyclical downturn in the steel, scrap metal and mining industries or macroeconomic trends (such as global or regional recessions), increases in pension and OPEB obligations, adverse impacts of inflation and high interest rates, or trends in credit and capital markets more generally. A portion of our borrowing capacity and any outstanding indebtedness under our ABL Facility bears interest at a variable rate based on SOFR. To the extent these interest rates increase, our interest expense will increase. Restricted access to capital markets and/or increased borrowing costs could have an adverse effect on our results of operations, cash flows, financial condition and liquidity.

Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The principal reason that we release such data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such third parties.

We are from time to time subject to various lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property damage, laborlabor, employment and employmentpension matters, mineral royalty disputes, or suits involving legacy operations and other matters. For example, certain of our subsidiaries have been named in lawsuits claiming exposure to asbestos, many of which have been dismissed and/or settled for non-material amounts. Nevertheless, it is likely that similar types of claims will continue to be filed in the future, and we could experience material adverse judgments or incur significant costs to defend such claims or any other existing and future lawsuits, claims, arbitrations or governmental proceedings, including those discussed in Part I - Item 3. Legal Proceedings, which could adversely affect our results of operations, cash flows, financial condition and liquidity. The insurance we maintain may not cover certain claims and, even when coverage applies, it may not be adequate to protect us in the event of significant claims.

Our operating expenses could increase significantly if the prices of raw materials, electrical power, fuel or other energy sources increase.rise.

Our operations require significant use of energy, water and raw materials. Although we are largely self-sufficient in iron ore and partially self-sufficient in coke, metallurgical coal and scrap metal, we are wholly or partially dependent on third-party suppliers for certain critical raw materials and production inputs, including industrial gases, graphite electrodes, chrome, zinc, coke, metallurgical coal, scrap metal, fluxing compounds and other alloys. Prices for electricity, natural gas, diesel fuel, oils and raw materials can fluctuate widely with availability and demand levels from other users, including fluctuations caused by the impact of inflationary pressures, supply chain constraints, infectious disease outbreaks and geopolitical conflicts. For example, increased electricity demand to the grid in response to physical climate-related risks, adverse or extreme weather eventsevents, and electrification of the economy (such as unprecedented power and water demands for data centers) could adversely impact energy prices. During periods of peak usage, although some operations have contractual arrangements in place whereby they receive certain offsetting payments in exchange for electricity load reduction, supplies of energy and raw materials in general may be curtailed and we may not be able to purchase them at historical rates. A disruption in the transmission of energy, inadequate energy transmission infrastructure, or the termination of any of our energy supply contracts could interrupt our energy supply and adversely affect our operations. While we have some long-term contracts with electrical, natural gas and raw material suppliers, we are exposed to fluctuations in energy, natural gas and raw material costs that can affect our production costs. We regularly enter into market-based pricing supply contracts for electricity, natural gas and diesel fuel for use in our operations. Those contracts expose us to price increases in energy costs, which could causeadversely impact our profitability to decrease significantly.profitability. In addition, U.S. public utilities may impose rate increases and/or pass through additional capital and operating cost increases to their customers related to new orcapacity pendingbuild-outs U.S.for data centers, environmental regulations or other charges that may require significant capital investment and/or use of cleaner fuels in the future. New or revised regulations or other government actions related to GHGair emissionsemission standards could result in rate and/or cost increases from U.S. public utilities, which could significantly increase the costs of operating our manufacturing and mining facilities. Although we regularly monitor and from time to time challenge rate cases initiated by these utilities or other sources 23 | CLF 2025 FORM 10-K seeking to increase the amounts that our facilities must pay for electricity, natural gas or water, there is no assurance that our challenges will be successful in reducing or eliminating proposed rate and/or cost increases.

Disruption of the rail, trucking, lake and other waterway transportation services because of weather-related problems, including ice and winter weather conditions on the Great Lakes or St. Lawrence Seaway, climate change, strikes, lock-outs, driver shortages and other disruptions in the trucking industry, train crew shortages or other rail network constraints, infectious disease outbreaks, or other events and lack of alternative transportation options could impair our ability to move products internally among our facilities and to supply products to our customers at competitive rates or in a timely manner and, thus, could adversely affect our operations, revenues, margins and profitability. For example, if the vessel shipping season on the Great Lakes were to be interrupted or shortened as compared to historical levels, whether due to extended winter conditions, operational failure of critical shipping locks or otherwise, our ability to transport iron ore pellets to our steel mills could be adversely affected, resulting in potential operational disruptions and reduced production volumes. Further, dredging issues and environmental changes, particularly at Great Lakes ports or along navigable rivers, could adversely impact our ability to move certain of our products or result in higher freight rates. Similarly, we depend on third-party transportation services for delivery of raw materials andmaterials, other production inputs and spare parts to us, and failures or delays in delivery would have an adverse effect on our ability to maintain steady-state production and processing operations to meet customer obligations.

Most of our mines and production and processing facilities have been in operation for several decades, and the equipment is aged, requiring that we continually and successfully implement extensive and costly maintenance practices, programs and upgrades, which may take longer or be more costly than expected. From time to time, we undertake capital projects to enhance, expand, maintain or upgrade our production, mining and processing capabilities. For example, we are engaged in major initiatives at each of our Butler and Middletown facilities to leverage DOE funding to complete capital projects intended to increase our competitiveness and reduce GHG emissions relating to our steelmaking operations. In addition, we are developing an electrical transformer production plant at our former Weirton tinplate facility. Our ability to complete these and other capital projects that we may undertake on time and on budget and achieve the anticipated production volumes, revenues or otherwise realize acceptable returns is subject to a number of risks, many of which are beyond our control, including a variety of market, operational, funding, permitting and labor-related factors. Further, the cost to implement any given capital project may prove to be greater or may take more time than originally anticipated, including due to supply chain issues that may be experienced by our vendors, and the scope of a capital project may expand or otherwise be modified. Capital projects undertaken at existing active operations, such as Butler and Middletown, may also interrupt production capabilities, which could have an adverse effect on costs and profitability. Inability to achieve the expected results from the implementation of our capital projects, incurring unanticipated costs or delays, or the inability to meet contractual obligations could adversely affect our results of operations, future earnings and cash flow generation.

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 consolidated financial statements and related notes that appear in Part II – Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. 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.

Throughout 2024,2025, we continued to position the Company for long-term success and further established ourselves as a leading North America based steel producer.producer, particularly for the automotive industry. We completed the Stelco Acquisition, which diversifies our end-markets, expands our geographical presence in Canada and incorporates Stelco's industry low-cost structure into our overall asset portfolio. We also announced newa potential strategic initiativespartnership thatwith area expectedtop-ten toglobal providesteel meaningfulproducer, earnings improvement in years to come; reducedoptimized our operational footprint, moved away from non-core assets, signed multi-year fixed price contracts with major automotive customers and further reduced unit costs; returnedyear-over-year. substantialThe capitaloperational changes to shareholders through share repurchases; and announced new GHG emissions reduction targets after achieving our priorfootprint, commitments, all with an eye toward the future and in linealong with our consistent strategic objectives. The Stelco Acquisition, our operational achievementscommercial and strategic initiativesinitiatives, further strengthen our position as a North American leader in the steel industry and are expected to create value for all Company stakeholders.

•Record safety year since becoming a steel company with lowest Total ReportableRecordable Incident Rate (including contractors) of 0.9,0.8 per 200,000 hours worked, which represents a 26%43% improvementdecrease fromsince prior2021, yearour first full-year as a steel company.

•Further reduced unit costs year-over-yearyear-over-year.

Steel market conditions in 20242025 were driven by weakerhigher-than-historical thanHRC anticipatedpricing light vehicle production,and lower import levels, but subdued demand andremained, higherdriven importby levels.inconsistent buying behavior as our largest end markets experienced recession-like conditions. The price for domestic HRC, the most significant index impacting our revenues and profitability, averaged $772$851 per net ton for 2024,2025, which was 15%10% lowerhigher than 20232024. andFinished thesteel lowest annual average per net ton since 2020. Importimport levels weredeclined in 2025 after being elevated in 2024,early 2025 in anticipation of the implemented steel tariffs, which contributedhelped tosupport downwarddomestic pressure on HRCsteel pricing. North American light vehicle production of 15.3 million units in 2025 was down from 15.4 million units in 2024 was down from 15.7 million units in 2023 and significantlyremained lower than the originalfive-year expectationpre-COVID tolevel exceedof 16approximately 17 million units. Looking forward, we expect domestic steel demand to grow as interest rates have started to decline, steel imports are 43 | CLF 2025 FORM 10-K currently unattractive, other end-user demand is improving, and incremental steel demand stimulated by recent government legislation and manufacturing on-shoring is realized. Steel and light vehicles remain at the top of the Trump administration's trade agenda, and we are at the intersection of both of these industries.

The largest market for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand. Light vehicle production in 20242025 was wellremained below initialthe expectations.five-year Northpre-COVID Americanlevel lightof vehicleapproximately production in 2024 was 15.517 million units, down from 15.7 million units in 2023.units. North American light vehicle production in 2025 andwas beyond15.3 ismillion expectedunits, todown remainfrom above 1515.4 million units annually.in 2024. During 2024,2025, there were 16.3 million light vehiclevehicles salessold in the U.S. saw an average seasonally adjusted annualized rate of 15.8 million units sold,U.S., representing a 2% increase compared to 2023.2024. December 2024 seasonally adjusted annualized rate was 16.8 million units sold, the highest published rate since 2021, indicating healthy consumer demand. Additionally, theThe average age of light vehicles on the road in the U.S. is at an all-time high of 12.612.8 years, surpassing the previous record set in 2023,2024, 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. We also expect that a declining interest rate environment would increase demand for vehicles in the U.S. as consumers have been cautious due to elevated interest rates. As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from healthyhealthier domestic vehicle production over the coming years.years as we continue to be an established and reliable supplier.

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$385 per long ton. The busheling price averaged $429$424 per long ton during 2024.2025. 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, 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 MinnesotaMichigan and Michigan.Minnesota.

During 2024,2025, we continued our cost cuttingcost-cutting efforts, which began in 2023,2023. We further reducingreduced our year-over-year cost per ton as we worked through higher cost inventoryinventory, and we experienced lower natural gas, coal and alloy costscosts, mitigatedwhich anyhelped mitigate the inflationary cost increases.increases we experienced. We expect to continue our cost-cutting efforts in 2026 and maintain a strong focus on cost discipline for the long term.

Revenues from our Steelmaking segment decreased by 13%$576 million, or 3%, during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to:

•A decrease of $1.9 billion, or 25%, in revenues fromdriven theby directlower automotiverealized market,revenue rates, predominantly due to aproduct decreasemix in(approximately demand$400 million);

Gross margin from our Steelmaking segment decreased by $1.3$922 billion,million during the year ended December 31, 2024,2025, as compared to the prior year, primarily due to:

Adjusted EBITDA from our Steelmaking segment for the year ended December 31, 2024,2025, decreased by $1.1$736 billion,million, as compared to 2023,2024, due to the decreased grossfinancial marginperformance from our Steelmaking operations. Additionally, our Steelmaking Adjusted EBITDA included $457$515 million and $549$457 million of Selling, general and administrative expenses for the years ended December 31, 20242025 and 2023,2024, respectively.

During the year ended December 31, 2024,2025, our consolidated Revenues decreased by $2.8$575 billion,million, as compared to 2023.2024. The decrease was primarily due to the decrease in the average steel product selling price of $90$76 per net ton andas a decreaseresult of 0.8product million net tons of steel shipmentsmix from our Steelmaking segment.

During the year ended December 31, 2024,2025, our consolidated gross margin decreased by $1.3$923 billion,million, as compared to 2023.2024. See "“— Steelmaking Results"” above for further detail on our operating results.

Selling, general and administrative expenses decreasedincreased by $91$57 million duringfor the year ended December 31, 2024, as2025 compared to 2023. The decrease2024, primarily relatesdriven toby employment-relateda costsfull dueyear toof lowerStelco incentiveselling, compensation.general, and administrative expenses resulting in an approximately $70 million increase, which was partially offset by cost-reduction initiatives implemented in 2025.

Steel market conditions improvedcontinued to improve throughout the firstsecond 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$1,079 per net ton during the firstsecond quarter of 2026, representing a 24%19% increase compared to the firstsecond quarter of 2025.2025, and the highest quarterly average per net ton since the second quarter of 2022. Finished steel import levels remained significantly below historical levels during the firstsecond 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,agenda of President Trump's administration, 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 cheaper labor, 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 shouldis helphelping the competitive landscape by reducing the prevalence of dumped steel in the U.S. market, ultimately leading to increased domestic demand. Year-to-date total steel imports through April 2026 declined 29% as compared to the same period in 2025. 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. During the second quarter of 2026, the Department of Finance Canada announced the extension of the tariff-rate quota regime through June 2027. We expect these tariff-rate quotas to help support a healthier Canadian steel industry and allow Stelco to generate improved margins throughout 2026.2026 and beyond. During the first quarterhalf 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 improvestrengthen measures in place to protect its domestic steel industry in order to preserve the Canadian economy and national security.

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 firstsecond quarter of 2026 was approximately 3.73.9 million units, down from approximately 3.84.0 million units in the firstsecond quarter of 2025. During the firstsecond quarter of 2026, light vehicle sales in the U.S. saw an average seasonally adjusted annualized rate of 15.716.2 million units sold, representing a 5%more decreasethan 500 thousand unit improvement compared to the first quarter of 2025.2026. 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 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.

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$458 per long ton during the firstsecond 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 elevated utility costs and any inflationary cost increases we have experienced. Our steel unit costs in the firstsecond quarter of 2026 were impacted by the timing of routine maintenance and outages, a further shift in mix from semi-finished slabs to value-add flat-rolled steel products and elevated utilitydiesel costs, primarily driven by a temporary spike in natural gasdiesel prices due to extremethe weatherimpact conditions.from the war with Iran.

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 shiftshifted sales and product mix to higher margin business, which ultimately improves efficiency as we increase steel throughput within our operations.

WeDuring recentlythe partneredsecond quarter of 2026, we announced a multi-year strategic partnership with Palantir Technologies, 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.

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 optimizeoptimized 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 wehas expect will improveimproved utilization and enhanceenhanced 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.

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 MarchJune 31,30, 2026, and have approximately $3.2$3 billion of secured note capacity, which supports our flexibility to navigate varied economic environments for extended periods of time.

The following is a summary of our Steelmaking segment operating results, net of intersegment eliminations, for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in millions, except for average selling price, and shipments in thousands of net tons):

Revenues increased by $290approximately $280 million, or 6%, for the three months ended MarchJune 31,30, 2026, as compared to the threeprior-year months ended March 31, 2025.period. 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:

•Favorable sales mix: Steel product revenue increased by approximately $50$200 million from favorable mix as our contract to supply semi-finished steel slabs, which was initiated in connection with the conclusionclosing of the acquisition of ArcelorMittal USAUSA, slabconcluded contractin December 2025, enabled aus to shift toward higher margin hot-rolled steel sales, primarily within the distributors and converters marketsales; and

•Lower steel product shipment volumes: Steel product revenue decreased by approximately $30$270 million due to a marginal6% reduction in overall steel product sales volume.

Gross margin increased by $310$341 million during the three months ended MarchJune 31,30, 2026, as compared to the prior-year period, primarily due to:

•Lower cost of goods sold: Cost of goods sold decreased by approximately $20$60 million, reflecting a net decrease in idle charges incurred as compared to the firstsecond quarter of 2025. This was partially offset by elevated energyrepair and maintenance costs in the firstsecond quarter of 2026 driven by extreme cold weather in the quarter.2026.

Adjusted EBITDA from our Steelmaking segment for the three and six months ended MarchJune 31,30, 2026, increased by $269$190 million and $459 million, respectively, as compared to the threeprior-year months ended March 31, 2025,periods, 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.

During the three and six months ended MarchJune 31,30, 2026, our consolidated Revenues increased by $293$292 million and $585 million, respectively, and our consolidated gross margin increased by $314$344 million and $658 million, respectively, as compared to the prior-year period.periods. See "— Steelmaking Results" above for further detail on our operating results.

Selling, general and administrative expenses decreasedincreased by $8$17 million for the three months ended MarchJune 31,30, 2026, as compared to the prior-year period. The decreaseincrease was primarily driven by lowerhigher legalincentive feesbased and employee compensation incurred during the period.compensation.

RESTRUCTURING AND OTHER CHARGES AND ASSET IMPAIRMENT

During the three and six months ended MarchJune 31,30, 2026, Miscellaneous – net decreased by $5$3 million and $8 million, respectively, compared to the prior-year period.periods. The decrease was primarily drivendue byto a reduction in idle expense and severance, as both the gainthree onand salesix months ended June 30, 2025 included idle facilities charges related to the indefinite idle of certainour non-coreConshohocken assetsand duringRiverdale thefacilities firstand quarterseverance ofrelated 2026to alonga withreduction variousin othersalaried improvementsworkforce. not individually significant, whichThis was partially offset by unfavorable currency exchange expense period-over-period related to routine remeasurement of an intercompany note with our Stelco subsidiary.

Our consolidated Interest expense, net increased by $8$7 million and $15 million, respectively, for the three and six months ended MarchJune 31,30, 2026, as compared to the respective prior-year period.periods. This increase was driven by an increase in average interest rates andprimarily fromdriven higherby averagedebt borrowings in the period.mix.

Net periodic benefit credits other than service cost component increased by $7$21 million forand the$28 million, respectively, three and six months ended MarchJune 31,30, 2026, as compared to the prior-year period.periods. Refer to NOTE 8 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.

Changes in fair value of derivatives, net was consistent period-over-period consisting entirely of fair value adjustments to the MinnTac option. Refer to NOTE 12 - FAIR VALUE MEASUREMENTS for further information.

During the three and six months ended MarchJune 31,30, 2026, our consolidated Income tax benefit decreased by $68$128 million and $196 million, respectively, as compared to the prior-year period.periods. 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.taxes.

•A $287$556 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; andpartially offset by

•A $218$345 million decrease in cash resultingfrom working capital primarily from a build in Accounts receivable, net, as athe result of rising steel prices and the timing of collectionssales increasedin receivables.the period.

Our cash used for capital expenditures during the threesix months ended MarchJune 31,30, 2026 was consistent$45 withmillion higher than 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$5 million related to our non-owned SunCoke Middletown VIE for the threesix months ended MarchJune 31,30, 2026, compared to a nominal amount for the threesix months ended MarchJune 31,30, 2025.

We anticipate total cash used for capital expenditures during the next 12 months to be approximately $800$900 million, which primarily consists of sustaining capital spend.spend and includes spending related to the major reline project at our Burns Harbor C blast furnace.

•For the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2026: No senior notes were issued, and borrowings under our ABL Facility increased to support general corporate requirements.

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$70 million as of MarchJune 31,30, 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 MarchJune 31,30, 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,base is determined by applying customary advance rates to eligible accounts receivable, inventory and certain mobile equipment. As of MarchJune 31,30, 2026, outstanding letters of credit totaled $48$60 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 MarchJune 31,30, 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 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 MarchJune 31,30, 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.

Each Guarantor subsidiary is consolidated by Cleveland-Cliffs Inc. as of MarchJune 31,30, 2026. Refer to Exhibit 22, incorporated herein by reference, for the detailed list of entities included within the obligated group as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 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 provided for in the applicable Indenture relating to the release and discharge of such Guarantor subsidiary’s guarantee have been complied with:

Additionally, for the threesix months ended MarchJune 31,30, 2026, the obligated group had Revenues of $27$60 million and Cost of goods sold of $23$51 million, in each case, with other related parties.

The following table summarizes the negative effect of a hypothetical change in the fair value of our derivative instruments outstanding as of MarchJune 31,30, 2026, due to a 10% and 25% change in the market price of each of the indicated commodities:

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 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.

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 threesix months ended MarchJune 31,30, 2026, we concluded that there were no triggering events resulting in the need for an impairment assessment.

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 MarchJune 31,30, 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 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 MarchJune 31,30, 2026, we had $959$895 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 MarchJune 31,30, 2026 borrowing level would result in a change of $10$9 million to interest expense on an annual basis.