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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 4, 2024
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)

Ohio |  | 1-8944 |  | 34-1464672
(State or Other Jurisdiction of Incorporation or Organization) |  | (Commission File Number) |  | (IRS Employer Identification No.)

200 Public Square, | Suite 3300, | Cleveland, | Ohio | 44114-2315
(Address of Principal Executive Offices) | (Zip Code)

Registrant's telephone number, including area code: (216) 694-5700

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |  | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ |  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ |  | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ |  | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered:
Common Shares, par value $0.125 per share |  | CLF |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company | ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 | Other Events.

Notes Offering
On March 4, 2024, Cleveland-Cliffs Inc. (the “Company”) announced that it had launched and priced a private offering of $825 million aggregate principal amount of 7.000% senior unsecured guaranteed notes due 2032 (the “Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes will bear interest at an annual rate of 7.000% and will be issued at par.
The Company expects to close the offering of the Notes on March 18, 2024, subject to the satisfaction of customary closing conditions. A copy of the launch and pricing press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the Notes or any other securities. The Notes will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Tender Offer
On March 4, 2024, the Company also announced the commencement of a cash tender offer for any and all of its outstanding 6.750% Senior Secured Notes due 2026 (the “Senior Secured Notes”) for a purchase price of $1,018 for each $1,000 principal amount of Senior Secured Notes that are validly tendered and not validly withdrawn before the expiration time, which is scheduled to be 5:00 p.m., New York City time, on March 13, 2024. A copy of the tender press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Senior Secured Notes or any other securities.

Item 9.01 | Financial Statements and Exhibits.

(d)Exhibits.
Exhibit Number |  | Description
99.1 |  | Cleveland-Cliffs Inc. published a news release on March 4, 2024, captioned, “Cleveland-Cliffs Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes.”
99.2 |  | Cleveland-Cliffs Inc. published a news release on March 4, 2024, captioned “Cleveland-Cliffs Announces Upsizing and Pricing of $825 Million of Senior Unsecured Guaranteed Notes due 2032.”
99.3 |  | Cleveland-Cliffs Inc. published a news release on March 4, 2024, captioned “Cleveland-Cliffs Announces Tender Offer for Any and All of its 6.750% Senior Secured Notes due 2026.”
101 |  | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 |  | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | CLEVELAND-CLIFFS INC.
Date: | March 4, 2024 | By: | /s/ James D. Graham
|  | Name: | James D. Graham
|  | Title: | Executive Vice President, Chief Legal and Administrative Officer & Secretary

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