MSB 10-K & 10-Q changes, risk factors and insider trading
Mesabi Trust · NYSE · Mineral Royalty Traders · CIK 65172 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
The information under the heading “Risk Factors” in the Annual Report is incorporated by reference.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
What changed in the latest 10-Q
Risk Factors
Largest changes
The limitedsee in full comparisonarms’-lengththirdthird-partyparty sales of iron ore products (processed at Northshore using Mesabi Trust iron ore) by Cliffs at prices below the annual adjusted bonus royalty threshold price eliminated a bonus royalty during the Trust’s fiscalquarterquarters ended April 30, 2026 and July 31, 2026, could continue toreduceeliminate oreven eliminatereduce bonus royalties historically paid to the Trust and could result in potential disputes regarding the amount of royalties owed to the Trust.
As recently reported by the Trust in its two Currentsee in full comparisonReportReports on Form 8-K dated May 4, 2026 and July 31, 2026, based on Cliffs’ most recent quarterly royaltyreportreports of shipments to an unaffiliated third party customer for the three months ended March 31, 2026 and June 30, 2026, the Trust was credited with a bonus royalty in the amount of $0 (zero dollars).in each of the Cliffs’ quarterly royalty reports. In its April 30, 2026 and July 30, 2026 quarterly royaltyreportreports to the Trust, Cliffs reported that all deemed shipments out of Silver Bay for the relevant 2026 calendar quarterended March 31, 2026ends were priced below the 2026 adjusted bonus royalty threshold of $71.70 per ton. The prices Cliffs reported for deemed shipments inthisthesequarterquarters were based on a third-party sale that occurred in September 2025. Other than the time period related to Cliffs’ temporarily idling of Northshore operations from May 2022 to April 2023,thistheserepresentsrepresent the firsttimequarterly reports in many years that Cliffs’ quarterly royalty reportandissuedroyalty payment did not report and payto Mesabi Trustareported zero bonusroyaltyroyalties for shipments of iron ore pellets made during the applicablequarter.quarters.
The following Risk Factor supplements the Trust’s Risk Factors as described in “Risk Factors” set forth on pages 4 through 18 of Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (filed April 22, 2026) and the Trust’s Risk Factor described in “Risk Factors” set forth on page 18 of Mesabi Trust’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026 (filed June 12, 2026).see in full comparison
Full comparison: every changed paragraph (4)
The following Risk Factor supplements the Trust’s Risk Factors as described in “Risk Factors” set forth on pages 4 through 18 of Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (filed April 22, 2026) and the Trust’s Risk Factor described in “Risk Factors” set forth on page 18 of Mesabi Trust’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026 (filed June 12, 2026).
The limited arms’-lengththird third-partyparty sales of iron ore products (processed at Northshore using Mesabi Trust iron ore) by Cliffs at prices below the annual adjusted bonus royalty threshold price eliminated a bonus royalty during the Trust’s fiscal quarterquarters ended April 30, 2026 and July 31, 2026, could continue to reduceeliminate or even eliminatereduce bonus royalties historically paid to the Trust and could result in potential disputes regarding the amount of royalties owed to the Trust.
As recently reported by the Trust in its two Current ReportReports on Form 8-K dated May 4, 2026 and July 31, 2026, based on Cliffs’ most recent quarterly royalty reportreports of shipments to an unaffiliated third party customer for the three months ended March 31, 2026 and June 30, 2026, the Trust was credited with a bonus royalty in the amount of $0 (zero dollars). in each of the Cliffs’ quarterly royalty reports. In its April 30, 2026 and July 30, 2026 quarterly royalty reportreports to the Trust, Cliffs reported that all deemed shipments out of Silver Bay for the relevant 2026 calendar quarter ended March 31, 2026ends were priced below the 2026 adjusted bonus royalty threshold of $71.70 per ton. The prices Cliffs reported for deemed shipments in thisthese quarterquarters were based on a third-party sale that occurred in September 2025. Other than the time period related to Cliffs’ temporarily idling of Northshore operations from May 2022 to April 2023, thisthese representsrepresent the first timequarterly reports in many years that Cliffs’ quarterly royalty report andissued royalty payment did not report and payto Mesabi Trust areported zero bonus royaltyroyalties for shipments of iron ore pellets made during the applicable quarter.quarters.
The Trustees are unable to project whether Cliffs will continue to sell iron ore products at prices above, at or below the applicable adjusted bonus royalty threshold price, making it uncertain as to whether the Trust will be paid any future bonus royalty payments. Limited third-partythird- party customer sale transactions of iron ore products produced with iron ore mined from Mesabi Lands at prices below the adjusted threshold price could lead to uncertainty under the Royalty Agreement regarding the calculation of bonus royalties, which in turn could result in potential disputes regarding the amount of bonus royalties owed to the Trust. Furthermore, such developments could potentially continue to reduce or eliminate bonus royalties payable to the Trust during a particular quarter or year.
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
MSB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding MSB (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 14,520 | $367.4K | 0.0% | New position |