Annual report [Section 13 and 15(d), not S-K Item 405]

CAPITAL STOCK

v3.25.4
CAPITAL STOCK
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Capital Stock
NOTE 16 - CAPITAL STOCK
SHARE REPURCHASE PROGRAMS
During the first quarter of 2024, we fully utilized the remaining portion of our prior $1 billion share repurchase program, which was approved by our Board of Directors on February 10, 2022.
On April 22, 2024, our Board of Directors authorized a new program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5 billion. We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date.
For the year ended December 31, 2025, we did not repurchase any common shares, as compared to 2024, during which we repurchased 37.9 million common shares at a cost of $733 million in the aggregate. The cost of our share repurchases excludes the excise tax due under the Inflation Reduction Act. As of December 31, 2025, there was $1.4 billion remaining authorization under our active share repurchase program.
STOCK ISSUANCE
On October 31, 2025, we sold 75 million of our common shares in an underwritten public offering for $12.69 per share. We used the net proceeds from the offering to repay borrowings under our ABL Facility.
PREFERRED STOCK
We have 3 million shares of Serial Preferred Stock, Class A, without par value, authorized, and 4 million shares of Serial Preferred Stock, Class B, without par value, authorized; no preferred shares were issued or outstanding as of December 31, 2025.
STELCO ACQUISITION
As more fully described in NOTE 3 - ACQUISITIONS, we completed the Stelco Acquisition on November 1, 2024. At closing, each Stelco shareholder received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock. Additionally, Stelco equity award holders received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per outstanding restricted share unit and deferred share unit. As a result of the Stelco Acquisition, we issued a total of 25.9 million Cliffs treasury shares at a fair value of $343 million.