克利夫兰克里夫 2025年度报告

Washington, D.C. 20549FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number: 1-8944 CLEVELAND-CLIFFS INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Table of Contents As of June30, 2025, the aggregate market value of the voting and non-voting common shares held by non-affiliates of the registrant, basedon the closing price of $7.60 per share as reported on the New York Stock Exchange — Composite Index, was $3,695,647,401 (excludedfrom this figure are the voting shares beneficially owned by the registrant’s directors and executive officers). The number of shares outstanding of the registrant’s common shares, par value $0.125 per share, was 570,390,499 as of February9, 2026.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for its 2026 annual meeting of shareholders are incorporated by reference into Part III. TABLE OF CONTENTS DEFINITIONS ITEM 1.BUSINESSInformation About Our Executive OfficersITEM 1A.RISK FACTORSITEM 1B.UNRESOLVED STAFF COMMENTSITEM 1C.CYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.MINE SAFETY DISCLOSURES PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES41ITEM 6.[Reserved]42ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS43ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK59ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA60ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE109ITEM 9A.CONTROLS AND PROCEDURES109ITEM 9B.OTHER INFORMATION111ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS111 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE112ITEM 11.EXECUTIVE COMPENSATION112ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS112ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE112ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES112 PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES113ITEM 16.FORM 10-K SUMMARY117 SIGNATURES DEFINITIONS The following abbreviations or acronyms are used in the text. References in this report to the “Company,” “we,” “us,” “our,” “Cleveland-Cliffs”and “Cliffs” are to Cleveland-Cliffs Inc. and subsidiaries, collectively. References to “$” is to United States currency, unless otherwise stated. 1|CLF2025 FORM 10-K PART I ITEM 1. BUSINESS INTRODU