MESABI TRUST
For the period ended Oct 31, 2025. Filed Dec 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 12, 2025
MSB$17.25+4.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-15.
0001104659-25-090029
Item 2. Trustees’ Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-12.
0001104659-25-120673
Item 2. Trustees’ Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 78 previous paragraphs and 86 current paragraphs.
41 unchanged; 31 reworded; 13 added; 1 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
above the Adjusted Threshold Price). Royalty bonuses typically are subject to price adjustments under Cliffs’ customer contracts (to the extent they are utilized) and, as described elsewhere in this report, such adjustments may be positive or negative.
Current report
Commencement of Arbitration
Current report
On September 26, 2025, Mesabi Trust initiated arbitration against Northshore and its parent, Cliffs (Northshore and Cliffs, jointly, the “Operator”), the lessee/operator of the leased lands. Mesabi Trust commenced the arbitration proceeding through the American Arbitration Association. Mesabi Trust seeks damages and declaratory relief relating to the Operator’s idling of Northshore’s operations from May 2022 to April 2023 and underpayment of royalties on intercompany shipments from 2023 through the present.
Current report
Cleveland-Cliffs Announcement of Replacing Aluminum with Steel in Automotive Stamping Equipment
Current report
On October 29, 2025,** **Cliffs announced that it successfully completed a production trial in collaboration with a major automotive OEM, in which Cliffs’ exposed steel parts were stamped with no defects using the OEM’s existing aluminum-forming equipment. Cliffs press release indicated that the trial marks a significant milestone in demonstrating that Cliffs steel can effectively replace aluminum in critical automotive applications without the need for costly retooling. Cliffs described this as a major breakthrough in the wake of recent major disruptions, presumably long-lasting, in the aluminum supply chain.
Current report
According to Cliffs’ press release, this achievement was made possible through Cliffs’ industry-leading technical service and application engineering teams, who worked directly with the OEM’s production and tooling specialists to fine-tune the material design and forming parameters. According to Cliffs, the result was a smooth transition from aluminum to steel, with no changes required to the stamping line.
Current report
Cliffs also indicated that it has already moved from the trial phase to routine production and delivery of regular orders to the client. Cliffs said it has also received inquiries from other clients for programs that will replace aluminum with Cliffs steel, underscoring the growing confidence among automotive OEM’s in domestic steel and Cliffs’ supply reliability.
Current report
Cleveland-Cliffs Announcement of Pricing its Underwritten Public Offering
Current report
On October 30, 2025, Cliffs announced the pricing of its underwritten public offering (the “Offering”) of 75,000,000 common shares, par value $0.125 per share (the “Common Shares”), for expected gross proceeds of $964 million, before discounts and expenses. In addition, Cliffs has also granted the underwriter a 30-day option to purchase up to an additional 11,250,000 Common Shares. The Offering was expected to close on October 31, 2025, subject to the satisfaction of customary closing conditions. Cliffs said it intends to use the net proceeds from the Offering for the repayment of borrowings under its asset-based credit facility, with any remaining net proceeds for general corporate purposes.
Current report
Cleveland-Cliffs Announcement of POSCO as MOU Strategic Partner
Current report
On October 30, 2025, Cliffs announced that POSCO, Korea's largest steelmaker and the world's third largest steelmaker outside of China, is its strategic partner under the previously disclosed transformative Memorandum of Understanding. The MoU between the two companies was executed on September 17, 2025. Cliffs reported that with the recent completion of the new U.S. and Korea trade agreement, cooperation between the two nations' industrial sectors will be further reinforced by the POSCO-Cliffs partnership.
Current report
According to Cliffs’ press release, the partnership will allow POSCO to support and grow its established U.S. customer base while ensuring that its products meet U.S. trade and origin requirements. Cliffs said it expects the ultimate outcome of this MoU to be highly accretive to shareholders.
Current report
Cliffs’ press release reported that a formal announcement on a definitive agreement is expected in the fourth quarter of 2025 or first quarter in 2026 with closing expected in 2026.
Removed paragraphs (1)
Previous report
On March 5, 2025, both the DNR and Northshore petitioned the Minnesota Supreme Court to review the Court of Appeals’ decision. The relator, WaterLegacy, opposed the petition and, on March 26, filed a motion to stay Northshore’s construction of the proposed project pending the resolution of the litigation. The DNR and Northshore both opposed the stay on substantive and procedural grounds. Northshore argued that any stay of its Milepost 7 tailings basin DNR Master Permit and five-year operating plan, “regardless of length, could require Northshore to cease operations at the Tailings Basin, which would necessitate the shutdown of Northshore’s iron ore pellet manufacturing operations entirely, and would result in significant economic harm to both Northshore and the local economy.”
Reworded paragraphs (31)
Previous wording
This discussion should be read in conjunction with the condensed financial statements and notes presented in this Quarterly Report on Form 10-Q and the financial statements and notes in the last filed Annual Report on Form 10-K for the year ended January 31, 2025 for a full understanding of Mesabi Trust’s financial position and results of operations for the three and six months ended July 31, 2025.
Current wording
This discussion should be read in conjunction with the condensed financial statements and notes presented in this Quarterly Report on Form 10-Q and the financial statements and notes in the last filed Annual Report on Form 10-K for the year ended January 31, 2025 for a full understanding of Mesabi Trust’s financial position and results of operations for the three and nine months ended October 31, 2025.
Previous wording
All references in this discussion and in this Quarterly Report on Form 10-Q to iron ore products “shipped” or “shipments” shall include iron ore products that are actually shipped from Silver Bay, Minnesota and/or stockpiled for intercompany use that Cleveland Cliffs Inc. (“Cliffs”) has deemed shipped, as referenced by the parties to, and in accordance with, the Amended Assignment of Peters Lease. Following the outcome of the 2019 arbitration, Cliffs began accruing royalty payments to the Trust for both DR pellets and standard pellets to be sold for internal use at facilities owned by Cliffs or its subsidiaries. This accrual method was upheld in the September 6, 2024 award. As a result, the Trust recognizes revenue for internal use pellets upon production of those pellets, regardless of pellet grade. Pellets produced by Northshore Mining Company (“Northshore” or “NMC”) that are not designated for internal use by Cliffs, or its subsidiaries, and instead are intended for sale to third parties in arms’-length sales, continue to be recognized as revenue upon shipment from Silver Bay, Minnesota.
Current wording
of Peters Lease. Following the outcome of the 2019 arbitration, Cliffs began accruing royalty payments to the Trust for both DR pellets and standard pellets to be sold for internal use at facilities owned by Cliffs or its subsidiaries. This accrual method was upheld in the September 6, 2024 award. As a result, the Trust recognizes revenue for internal use pellets upon production of those pellets, regardless of pellet grade. Pellets produced by Northshore Mining Company (“Northshore” or “NMC”) that are not designated for internal use by Cliffs, or its subsidiaries, and instead are intended for sale to third parties in arms’-length sales, continue to be recognized as revenue upon shipment from Silver Bay, Minnesota.
Previous wording
Amendment of Assignment, Assumption and Further Assignment of Peters Lease dated August 17, 1989 among the trustees of Mesabi Trust, Bruce D. Sherling, as Trustee in Bankruptcy for the Estate of Reserve Mining Company, and Cypress Northshore Mining Corporation, predecessor to Northshore (referred to as the “Amended Assignment of Peters Lease” or the “Royalty Agreement”), the Amendment of Assignment, Assumption and Further Assignment of Cloquet Lease (the “Amended Assignment of Cloquet Lease” and together with the Amended Assignment of Peters Lease, the “Amended Assignment Agreements”), the beneficial interest in a trust organized under the laws of the State of Minnesota to administer the Mesabi Fee Lands (as defined below) as the trust corpus in compliance with the laws of the State of Minnesota on July 18, 1961 (the “Mesabi Land Trust”) and all other assets and property identified in the Agreement of Trust. The Amended Assignment of Peters Lease relates to an Indenture made as of April 30, 1915 among East Mesaba Iron Company (“East Mesaba”), Dunka River Iron Company (“Dunka River”) and Claude W. Peters (the “Peters Lease”) and the Amended Assignment of Cloquet Lease relates to an Indenture made May 1, 1916 between Cloquet Lumber Company and Claude W. Peters (the “Cloquet Lease”).
Current wording
Mesabi Trust, formed pursuant to the Agreement of Trust, is a trust organized under the laws of the State of New York. Mesabi Trust holds all of the interests formerly owned by Mesabi Iron Company (“MIC”), including all right, title and interest in the Amendment of Assignment, Assumption and Further Assignment of Peters Lease dated August 17, 1989 among the trustees of Mesabi Trust, Bruce D. Sherling, as Trustee in Bankruptcy for the Estate of Reserve Mining Company, and Cypress Northshore Mining Corporation, predecessor to Northshore (referred to as the “Amended Assignment of Peters Lease” or the “Royalty Agreement”), the Amendment of Assignment, Assumption and Further Assignment of Cloquet Lease (the “Amended Assignment of Cloquet Lease” and together with the Amended Assignment of Peters Lease, the “Amended Assignment Agreements”), the beneficial interest in a trust organized under the laws of the State of Minnesota to administer the Mesabi Fee Lands (as defined below) as the trust corpus in compliance with the laws of the State of Minnesota on July 18, 1961 (the “Mesabi Land Trust”) and all other assets and property identified in the Agreement of Trust. The Amended Assignment of Peters Lease relates to an Indenture made as of April 30, 1915 among East Mesaba Iron Company (“East Mesaba”), Dunka River Iron Company (“Dunka River”) and Claude W. Peters (the “Peters Lease”) and the Amended Assignment of Cloquet Lease relates to an Indenture made May 1, 1916 between Cloquet Lumber Company and Claude W. Peters (the “Cloquet Lease”).
Previous wording
Northshore as a swing operation. For the twelve-month period ended December 31, 2023, Cliffs has reported to the Trust two low volume shipments of iron ore pellets (produced from iron ore principally mined from Mesabi Trust Lands) to a single third-party customer. Cliffs’ quarterly royalty report used the highest price from those two transactions to set the price for royalty purposes for subsequent shipments intended for Cliffs’ affiliates internal consumption beginning in July 2023. For the twelve-month period ended December 31, 2024, Cliffs has reported to the Trust four low volume shipments of iron ore pellets (produced with iron ore principally mined from Mesabi Trust Lands) to a single third-party customer. Cliffs’ quarterly royalty report used the highest price from certain of those transactions to set the price for royalty purposes for subsequent shipments intended for Cliffs’ affiliates’ internal consumption beginning in July 2024, subject to the newly reported arms’-length third-party customer sales transactions thereafter. According to Cliffs’ quarterly royalty reports, beginning with the third calendar quarter of 2025, the highest contract price obtained by Northshore in the preceding four calendar quarters in a sale to a buyer not affiliated with Northshore and made on an arms’-length basis decreased, resulting in a lower bonus royalty rate for the Trust beginning July 1, 2025. The Trust is continuing to evaluate whether such transactions meet the requirements of the Royalty Agreement. Without consistent arms’-length sales from Northshore to third parties, the calculation of royalties on iron ore Northshore ships to Cliffs’ affiliates could be uncertain under the Royalty Agreement, which could in turn result in potential disputes regarding the amount of royalties owed to the Trust.
Current wording
In order to calculate the royalties owed by Northshore to Mesabi Trust, the 1989 Royalty Agreement requires that Northshore make sales of iron ore products to third parties on an arms’-length basis without regard to any other business relationship between Northshore and the third-party buyer of the iron ore products. In order to calculate royalties on less than arms’-length sales (including sales from Northshore to Cliffs’ corporate affiliates), the Royalty Agreement requires reference to the highest contract price obtained by Northshore in the preceding four calendar quarters in a sale to a buyer not affiliated with Northshore and made on an arms’-length basis. Since Cliffs’ acquisition of ArcelorMittal USA in late-2020, and accelerating after Cliffs’ Toledo HBI plant came online in mid-2021, Northshore has increased the proportion of iron ore mined from the Mesabi Trust Lands that it sells to Cliffs’ corporate affiliates and decreased the proportion of such iron ore that it sells to third parties in arms’-length transactions. Cliffs’ public statements beginning in October 2021 have indicated that Cliffs will be limiting the tonnage of iron ore pellets that it sells to third parties from all of its mines, and particularly Northshore, which Cliffs idled from May 2022 to April 2023. Cliffs also said it will continue to run Northshore as a swing operation. For the twelve-month period ended December 31, 2023, Cliffs has reported to the Trust two low volume shipments of iron ore pellets (produced from iron ore principally mined from Mesabi Trust Lands) to a single third-party customer. Cliffs’ quarterly royalty report used the highest price from those two transactions to set the price for royalty purposes for subsequent shipments intended for Cliffs’ affiliates internal consumption beginning in July 2023. For the twelve-month period ended December 31, 2024, Cliffs has reported to the Trust four low volume shipments of iron ore pellets (produced with iron ore principally mined from Mesabi Trust Lands) to a single third-party customer. Cliffs’ quarterly royalty report used the highest price from certain of those transactions to set the price for royalty purposes for subsequent shipments intended for Cliffs’ affiliates’ internal consumption beginning in July 2024, subject to the newly reported arms’-length third-party customer sales transactions thereafter. According to Cliffs’ quarterly royalty reports, beginning with the third calendar quarter of 2025, the highest contract price obtained by Northshore in the preceding four calendar quarters in a sale to a buyer not affiliated with Northshore and made on an arms’-length basis decreased, resulting in a lower bonus royalty rate for the Trust beginning July 1, 2025. The Trust is continuing to evaluate whether such transactions meet the requirements of the Royalty Agreement. Without consistent arms’-length sales from Northshore to third parties, the calculation of royalties on iron ore Northshore ships to …
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Comparison of Iron Ore Pellet Production and Shipments for the Three and Six Months Ended July 31, 2025 and July 31, 2024
Current wording
Comparison of Iron Ore Pellet Production and Shipments for the Three and Nine Months Ended October 31, 2025 and October 31, 2024
Previous wording
As shown in the table below, during the three months ended July 31, 2025, production and shipments of iron ore pellets at Northshore from Mesabi Trust Lands both totaled 943,955 tons. By comparison, pellet production and shipments for the comparable period in 2024 were both 974,532 tons. The decrease in production and shipments is attributable to lower demand from Northshore’s customers as compared to the prior comparable period. For the three months ended July 31, 2025, 100% of shipments originated from Trust lands.
Current wording
As shown in the table below, during the three months ended October 31, 2025, production and shipments of iron ore pellets at Northshore from Mesabi Trust Lands both totaled 915,605 tons. By comparison, pellet production and shipments for the comparable period in 2024 were both 1,066,665 tons. The decrease in production and shipments is attributable to lower demand from Northshore’s customers as compared to the prior comparable period. For the three months ended October 31, 2025, 100% of shipments originated from Trust lands.
Previous wording
As shown in the table below, during the six months ended July 31, 2025, production and shipments of iron ore pellets at Northshore from Mesabi Trust Lands both totaled 1,581,141 tons. By comparison, pellet production and shipments for the comparable period in 2024 were both 1,953,030 tons. The decrease in production and shipments is attributable to Northshore being in an extended maintenance shut down in February 2025. For the six months ended July 31, 2025, 100% of shipments originated from Trust lands.
Current wording
As shown in the table below, during the nine months ended October 31, 2025, production and shipments of iron ore pellets at Northshore from Mesabi Trust Lands both totaled 2,496,746 tons. By comparison, pellet production and shipments for the comparable period in 2024 were both 3,019,695 tons. The decrease in production and shipments is primarily attributable to Northshore being in an extended maintenance shut down in February 2025. For the nine months ended October 31, 2025, 100% of shipments originated from Trust lands.
Previous wording
Comparison of Royalty Income for the Three and Six Months Ended July 31, 2025 and July 31, 2024
Current wording
Comparison of Royalty Income for the Three and Nine Months Ended October 31, 2025 and October 31, 2024
Previous wording
As reflected in the table below, the Trust’s total royalty income for the three months ended July 31, 2025 decreased by $837,815 to $5,416,904 as compared to the three months ended July 31, 2024. The decrease in total royalty income is attributable to a decrease in both pricing and shipments of iron ore during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.
Current wording
As reflected in the table below, the Trust’s total royalty income for the three months ended October 31, 2025 decreased by $3,957,757 to $3,390,609 as compared to the three months ended October 31, 2024. The decrease in total royalty income is attributable to a decrease in both pricing and shipments of iron ore during the three months ended October 31, 2025 as compared to the three months ended October 31, 2024.
Previous wording
The table below shows that the base overriding royalties decreased $348,039 and the bonus royalties decreased by $528,224 for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024. Fee royalties increased by $38,448 over the same period. The decrease in the base overriding royalties is attributable to a decrease in both pricing and shipments of iron ore during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024. The decrease in the bonus royalty is attributable to a decrease in the prices of products shipped over the threshold price per ton which resulted in a lower bonus royalty rate during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024. The increase in the fee
Current wording
The table below shows that the base overriding royalties decreased $1,886,191 and the bonus royalties decreased by $2,125,658 for the three months ended October 31, 2025, as compared to the three months ended October 31, 2024. Fee royalties increased by $54,092 over the same period. The decrease in the base overriding royalties is attributable to a decrease in both pricing and shipments of iron ore during the three months ended October 31, 2025 as compared to the three months ended October 31, 2024. The decrease in the bonus royalty is attributable to a decrease in the prices of products shipped over the threshold price per ton which resulted in a lower bonus royalty rate during the three months ended October 31, 2025 as compared to the three months ended October 31, 2024. The increase in the fee royalties is attributable to an increase in the royalty rate paid during the three months ended October 31, 2025 as compared to the three months ended October 31, 2024.
Previous wording
As reflected in the table below, the Trust’s total royalty income for the six months ended July 31, 2025 decreased by $2,498,950 to $9,766,376 as compared to the six months ended July 31, 2024. The decrease in royalty income is attributable to Northshore being in an extended maintenance shut down in February 2025 along with a decrease in both pricing and shipments of iron ore during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024.
Current wording
As reflected in the table below, the Trust’s total royalty income for the nine months ended October 31, 2025 decreased by $6,456,708 to $13,156,985 as compared to the nine months ended October 31, 2024. The decrease in royalty income is attributable to Northshore being in an extended maintenance shut down in February 2025 along with a decrease in both pricing and shipments of iron ore during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024.
Previous wording
The table below shows that the base overriding royalties decreased $1,340,589 and the bonus royalties decreased by $1,194,523 for the six months ended July 31, 2025, as compared to the six months ended July 31, 2024. Fee royalties increased by $36,162 over the same period. The decrease in the base overriding royalties and bonus royalties is attributable to an extended maintenance shut down at Northshore in February 2025 along with a decrease in both pricing and shipments of iron ore during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024. The increase in the fee royalties is attributable to an increase in the royalty rate paid during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024.
Current wording
The table below shows that the base overriding royalties decreased $3,226,781 and the bonus royalties decreased by $3,320,181 for the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024. Fee royalties increased by $90,254 over the same period. The decrease in the base overriding royalties is attributable to an extended maintenance shut down at Northshore in February 2025 along with a decrease in both pricing and shipments of iron ore during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024. The decrease in the bonus royalty is attributable to a decrease in the prices of products shipped over the threshold price per ton which resulted in a lower bonus royalty rate during the nine months ended October 31, 2025 as compared to the nine months ended October 31, 2024. The increase in the fee royalties is attributable to an increase in the royalty rate paid during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024.
Previous wording
The table below summarizes the components of Mesabi Trust’s total royalty income for the six months ended July 31, 2025 and July 31, 2024, respectively:
Current wording
The table below summarizes the components of Mesabi Trust’s total royalty income for the nine months ended October 31, 2025 and October 31, 2024, respectively:
Previous wording
Comparison of Net Income, Expenses and Distributions for the Three and Six Months Ended July 31, 2025 and July 31, 2024
Current wording
Comparison of Net Income, Expenses and Distributions for the Three and Nine Months Ended October 31, 2025 and October 31, 2024
Previous wording
Net income for the three months ended July 31, 2025 was $4,743,882, a decrease of $654,012 as compared to the three months ended July 31, 2024. The decrease in net income for the three months ended July 31, 2025 is primarily attributable to a decrease in royalty income due to a decrease in both pricing and shipments, as well as a reduction in the bonus royalty rate of iron ore during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024. The Trust’s expenses for the three months ended July 31, 2025 were $862,873, a decrease of $229,142 compared to the expenses for the three months ended July 31, 2024. The decrease in expenses was primarily attributable to a decrease in legal fees for the three months ended July 31, 2025, as compared to the prior comparable period. The table below summarizes the Trust’s income and expenses for the three months ended July 31, 2025 and July 31, 2024, respectively.
Current wording
Net income for the three months ended October 31, 2025 was $2,767,463, a decrease of $75,558,062 as compared to the three months ended October 31, 2024. The decrease in net income for the three months ended October 31, 2025 is primarily attributable to the recognition of revenue related to the AAA arbitration award in the prior period and a decrease in royalty income due to a decrease in both pricing and shipments, as well as a reduction in the bonus royalty rate of iron ore during the three months ended October 31, 2025 as compared to the three months ended October 31, 2024. The Trust’s expenses for the three months ended October 31, 2025 were $822,987, an increase of $146,672 compared to the expenses for the three months ended October 31, 2024. The increase in
Previous wording
compared to the prior comparable period during which the Trust was engaged in active arbitration. The table below summarizes the Trust’s income and expenses for the six months ended July 31, 2025 and July 31, 2024, respectively.
Current wording
expenses was primarily attributable to an increase in legal fees for the three months ended October 31, 2025, as compared to the prior comparable period. The table below summarizes the Trust’s income and expenses for the three months ended October 31, 2025 and October 31, 2024, respectively.
Previous wording
Net income for the six months ended July 31, 2025 was $8,375,091, a decrease of $506,587 as compared to the six months ended July 31, 2024. The decrease in net income for the six months ended July 31, 2025 is primarily due to a decrease in royalty income attributed to an extended maintenance shut down in February 2025 along with a decrease in both pricing and shipments of iron ore during the six months ended July 31, 2025, as compared to the six months ended July 31, 2024. The Trust’s expenses for the six months ended July 31, 2025 were $1,966,206, a decrease of $1,892,596 compared to the expenses for the six months ended July 31, 2024. The decrease in expenses was primarily attributable to a decrease in legal fees for the six months ended July 31, 2025 as
Current wording
Net income for the nine months ended October 31, 2025 was $11,142,554, a decrease of $76,064,649 as compared to the nine months ended October 31, 2024. The decrease in net income for the nine months ended October 31, 2025 is primarily due to the recognition of revenue related to the AAA arbitration award in the prior period and a decrease in royalty income attributed to an extended maintenance shut down in February 2025 along with a decrease in both pricing and shipments of iron ore and a decrease in the prices of products shipped over the threshold price per ton which resulted in a lower bonus royalty rate during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024. The Trust’s expenses for the nine months ended October 31, 2025 were $2,789,193, a decrease of $1,745,926 compared to the expenses for the nine months ended October 31, 2024. The decrease in expenses was primarily attributable to a decrease in legal fees for the nine months ended October 31, 2025 as compared to the prior comparable period during which the Trust was engaged in active arbitration. The table below summarizes the Trust’s income and expenses for the nine months ended October 31, 2025 and October 31, 2024, respectively.
Previous wording
As presented on the “Trust’s Condensed Statements of Income” on page 3 of this quarterly report, the Trust’s net income per unit decreased $0.0498 per unit to $0.3616 per unit for the fiscal quarter ended July 31, 2025, as compared to the fiscal quarter ended July 31, 2024. On July 11, 2025, the Trust declared a distribution of $0.12 per unit payable on August 20, 2025 to Unitholders of record on July 30, 2025. Comparatively, the Trust declared a distribution of $0.30 per unit during the quarter ended July 31, 2024. During the six months ended July 31, 2025 and July 31, 2024, the Trust declared distributions totaling $0.68 per unit to Unitholders of record and $0.59, respectively.
Current wording
As presented on the “Trust’s Condensed Statements of Income” on page 3 of this quarterly report, the Trust’s net income per unit decreased $5.7590 per unit to $0.2109 per unit for the fiscal quarter ended October 31, 2025, as compared to the fiscal quarter ended October 31, 2024. On October 10, 2025, the Trust declared a distribution of $0.34 per unit payable on November 20, 2025 to Unitholders of record on October 30, 2025. Comparatively, the Trust declared a distribution of $0.39 per unit during the quarter ended October 31, 2024. During the nine months ended October 31, 2025 and October 31, 2024, the Trust declared distributions totaling $1.02 per unit to Unitholders of record and $0.98, respectively.
Previous wording
As set forth in the table below, Unallocated Reserve increased from $22,116,015 as of July 31, 2024 to $22,781,200 as of July 31, 2025. The increase in Unallocated Reserve as of July 31, 2025, as compared to July 31, 2024, is primarily the result of an increase in unallocated cash and cash equivalents offset by a decrease in accrued income receivable. The increase in the unallocated cash and cash equivalents portion of the Unallocated Reserve is in part attributable to a decrease in the distribution payable to $1,574,401 as of July 31, 2025, as compared to $3,936,003 as of July 31, 2024. The decrease in the accrued income receivable portion of the Unallocated Reserve is attributable to a decrease in pricing, including the decrease in the bonus royalty rate, in the last month of the fiscal quarter ended July 31, 2025 as compared to the prior comparable period.
Current wording
As set forth in the table below, Unallocated Reserve decreased from $95,324,736 as of October 31, 2024 to $21,087,860 as of October 31, 2025. The decrease in Unallocated Reserve as of October 31, 2025, as compared to October 31, 2024, is primarily the result of a decrease in unallocated cash and cash equivalents and a decrease in accrued income receivable. The decrease in the unallocated cash and cash equivalents portion of the Unallocated Reserve is in part attributable to AAA arbitration award being received as of October 31, 2024, which was subsequently distributed to unitholders. The decrease in the accrued income receivable portion of the Unallocated Reserve is attributable to a decrease in pricing, including a lower bonus royalty rate, in the last month of the fiscal quarter ended October 31, 2025 as compared to the prior comparable period.
Previous wording
The Trust’s Unallocated Reserve as of July 31, 2025 decreased by $546,517 to $22,781,200, as compared to the fiscal year ended January 31, 2025. The decrease in the Unallocated Reserve as of July 31, 2025, as compared to January 31, 2025, is the result of a decrease in unallocated cash and cash equivalents offset by an increase in the accrued income receivable and contract asset. The decrease in the unallocated cash and cash equivalents portion of the Unallocated Reserve is attributable to the extended maintenance shut down at Northshore in February 2025 during which minimal mining, production and shipment occurred. The increase in the accrued income receivable portion of the Unallocated Reserve is attributable to an increase in shipments in the last month of the fiscal quarter ended July 31, 2025 as compared to the last month of the fiscal year ended January 31, 2025. The increase in the contract asset portion of the Unallocated Reserve is attributable to estimates of variable consideration related to the shipments calendar year-to-date through July 31, 2025 as compared to only one month of calendar year-to-date shipments for the fiscal year ended January 31, 2025. See “Note 2” for further discussion of contract asset and contract liability.
Current wording
The Trust’s Unallocated Reserve as of October 31, 2025 decreased by $2,239,857 to $21,087,860, as compared to the fiscal year ended January 31, 2025. The decrease in the Unallocated Reserve as of October 31, 2025, as compared to January 31, 2025, is the result of a decrease in unallocated cash and cash equivalents offset by an increase in the accrued income receivable and contract asset. The decrease in the unallocated cash and cash equivalents portion of the Unallocated Reserve is attributable to the extended maintenance shut down at Northshore in February 2025 during which minimal mining, production and shipment occurred. The increase in the accrued income receivable portion of the Unallocated Reserve is attributable to an increase in shipments in the last month of the fiscal quarter ended October 31, 2025 as compared to the last month of the fiscal year ended January 31, 2025. The increase in the contract asset portion of the Unallocated Reserve is attributable to estimates of variable consideration related to the shipments calendar year-to-date through October 31, 2025 as compared to only one month of calendar year-to-date shipments for the fiscal year ended January 31, 2025. See “Note 2” for further discussion of contract asset and contract liability.
Previous wording
As reported to Mesabi Trust by Cliffs in the Royalty Report, based on shipments of iron ore products by Northshore during the three months ended July 31, 2025, Mesabi Trust was credited with a base royalty of $2,514,060. For the three months ended July 31, 2025, Mesabi Trust was also credited with a bonus royalty in the amount of $2,588,784. Cliffs reported that no adjustments were made in the second quarter. In addition, a royalty payment of** $197,443 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on July 30, 2025 from Cliffs were **$5,300,287.
Current wording
As reported to Mesabi Trust by Cliffs in the Royalty Report, based on shipments of iron ore products by Northshore during the three months ended September 30, 2025, Mesabi Trust was credited with a base royalty of $2,817,500. For the three months ended September 30, 2025, Mesabi Trust was also credited with a bonus royalty in the amount of $973,410. Cliffs reported that no adjustments were made in the third quarter. In addition, a royalty payment of** $214,232 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on October 30, 2025 from Cliffs were **$4,005,142.
Previous wording
The royalties paid to Mesabi Trust are based on the volume of iron ore pellets and other products produced or shipped during the quarter and the year to date, the pricing of iron ore product sales, and the percentage of iron ore pellet production and shipments from Mesabi Trust lands rather than from non-Mesabi Trust lands. In the second calendar quarter of 2025, Cliffs credited Mesabi Trust with 924,442 tons of iron ore shipped, as compared to 949,718 tons shipped or produced during second calendar quarter of 2024.
Current wording
The royalties paid to Mesabi Trust are based on the volume of iron ore pellets and other products produced or shipped during the quarter and the year to date, the pricing of iron ore product sales, and the percentage of iron ore pellet production and shipments from Mesabi Trust lands rather than from non-Mesabi Trust lands. In the third calendar quarter of 2025, Cliffs credited Mesabi Trust with 987,370 tons of iron ore shipped, as compared to 972,154 tons shipped or produced during third calendar quarter of 2024. Cliffs’ Royalty Report reported three sale transactions of iron ore pellets shipped to a single third-party during September 2025, which are subject to continued due diligence review. Cliffs’ Royalty Report also indicated that royalty calculations are based on prices that are subject to change.
Previous wording
The volume of iron ore pellets (and other iron ore products) produced or shipped by Northshore varies from quarter to quarter and year to year based on a number of factors, including, among others, Cliffs’ decisions to idle Northshore operations (which occurred from May 2022 until April 2023), the requested delivery schedules of customers (including affiliates), general economic conditions in the iron ore industry, and production schedules and weather conditions on the Great Lakes. These multiple factors can result in significant variations in royalties received by Mesabi Trust (and in turn, the resulting funds available for distribution to Unitholders by Mesabi Trust) from quarter to quarter and from year to year. These variations, which can be positive or negative, cannot be predicted by the Trustees of Mesabi Trust. Based on the above factors, and as indicated by Mesabi Trust’s historical distribution payments, the royalties received by Mesabi Trust, and the distributions paid to Unitholders, if any, in any particular
Current wording
The volume of iron ore pellets (and other iron ore products) produced or shipped by Northshore varies from quarter to quarter and year to year based on a number of factors, including, among others, Cliffs’ decisions to idle Northshore operations (which occurred from May 2022 until April 2023), the requested delivery schedules of customers (including affiliates), general economic conditions in the iron ore industry, and production schedules and weather conditions on the Great Lakes. These multiple factors can result in significant variations in royalties received by Mesabi Trust (and in turn, the resulting funds available for distribution to Unitholders by Mesabi Trust) from quarter to quarter and from year to year. These variations, which can be positive or negative, cannot be predicted by the Trustees of Mesabi Trust. Based on the above factors, and as indicated by Mesabi Trust’s historical distribution payments, the royalties received by Mesabi Trust, and the distributions paid to Unitholders, if any, in any particular quarter are not necessarily indicative of royalties that will be received, or distributions that will be paid, if any, in any subsequent quarter or full year.
Previous wording
Trust’s Prior Announcement of a Twelve Cents Distribution
Current wording
Trust’s Prior Announcement of a Thirty-Four Cents Distribution
Previous wording
On July 11, 2025, Mesabi Trust issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of twelve cents ($0.12) per Unit of Beneficial Interest payable on August 20, 2025 to Mesabi Trust Unitholders of record at the close of business on July 30, 2025. This compares to a thirty cent ($0.30) per Unit distribution declared for the same period last year.
Current wording
On October 10, 2025, Mesabi Trust issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of thirty-four cents ($0.34) per Unit of Beneficial Interest payable on November 20, 2025 to Mesabi Trust Unitholders of record at the close of business on October 30, 2025. This compares to a thirty-nine cent ($0.39) per Unit distribution declared for the same period last year.
Previous wording
On May 13, 2025, the Minnesota Supreme Court denied Cliffs’ and the DNR’s petitions for review, thereby leaving in place the Court of Appeals’ reversal decision and remand back to the DNR. In the same decision, the Minnesota Supreme Court also denied WaterLegacy’s motion to stay Northshore’s construction of the proposed project.
Current wording
On March 5, 2025, both the DNR and Northshore petitioned the Minnesota Supreme Court to review the Court of Appeals’ decision. On May 13, 2025, the Minnesota Supreme Court denied Cliffs’ and the DNR’s petitions for review, thereby leaving in place the Court of Appeals’ reversal decision and remand back to the DNR.
Previous wording
The Trustees are unable to predict what impact, if any, the Minnesota Court of Appeals’ decision to reverse and remand the DNR order will have on mining, production and shipments of iron ore products from Northshore or future royalties payable to the Trust.
Current wording
The Trustees are unable to predict what impact, if any, the Minnesota Court of Appeals’ decision to reverse and remand the DNR order or the DNR’s future redetermination regarding whether the proposed project requires an EIS will have on mining, production and shipments of iron ore products from Northshore or future royalties payable to the Trust.
Previous wording
On June 16, 2025, WaterLegacy filed a civil complaint in the Second Judicial District, Ramsey County, Minnesota, Case No. 62-cv-25-4810, seeking injunctive and declaratory relief against the DNR and Northshore in relation to the proposed Milepost tailings basin project. Consistent with the relief sought from the Minnesota Supreme Court, WaterLegacy seeks declaratory and injunctive relief under the Minnesota Environmental Policy Act (“MEPA”) and the Minnesota Environmental Rights Act (“MERA”). WaterLegacy specifically asks the court to (1) declare that any DNR approvals or Northshore construction activities related to the proposed project prior to completion of an EIS are prohibited under MEPA and (2) enjoin these approvals and activities until the EIS process is complete. WaterLegacy also asks the court to (1) declare that the proposed project’s dam enlargement violates or is likely to violate Minnesota dam permitting standards and rules and (2) enjoin the DNR and Northshore from proceeding with the proposed project until a new dam permit is issued in compliance with Minnesota statutes and rules.
Current wording
On June 16, 2025, WaterLegacy filed a civil complaint in the Second Judicial District, Ramsey County, Minnesota, Case No. 62-cv-25-4810, seeking injunctive and declaratory relief against the DNR and Northshore in relation to the proposed Milepost 7 tailings basin project. WaterLegacy seeks declaratory and injunctive relief under the Minnesota Environmental Policy Act (“MEPA”) and the Minnesota Environmental Rights Act (“MERA”). WaterLegacy specifically asks the court to (1) declare that any DNR approvals or Northshore construction activities related to the proposed project prior to completion of an EIS are prohibited under MEPA and (2) enjoin these approvals and activities until the EIS process is complete. WaterLegacy also asks the court to (1) declare that the proposed project’s dam enlargement violates or is likely to violate Minnesota dam permitting standards and rules and (2)enjoin the DNR and Northshore from proceeding with the proposed project until a new dam permit is issued in compliance with Minnesota statutes and rules.
Previous wording
On July 29, 2025, WaterLegacy filed a motion for a temporary injunction seeking to enjoin DNR from issuing any further approvals and Northshore from engaging in any construction or development activities related to the proposed project, including any activities to extend dams, relocate railroads, increase dam heights, expand the tailings basin footprint, or increase tailings deposition, pending resolution of the litigation or completion of environmental review. WaterLegacy argues the temporary injunction is necessary to prevent irreparable harm to the environment and to the procedural rights of WaterLegacy and the public. A hearing on the motion took place on August 19, 2025. On September 4, 2025, the court issued an order denying the requested temporary injunction.
Current wording
On July 29, 2025, WaterLegacy filed a motion for a temporary injunction seeking to enjoin DNR from issuing any further approvals and Northshore from engaging in any construction or development activities related to the proposed project, including any activities to extend dams, relocate railroads, increase dam heights, expand the tailings basin footprint, or increase tailings deposition, pending resolution of the litigation or completion of environmental review. On September 4, 2025, the court issued an order denying the requested temporary injunction. The case is proceeding, and trial is set to occur in September 2027.
Previous wording
The Trustees are unable to predict what impact, if any, the WaterLegacy lawsuit or potential temporary injunction will have on mining, production and shipments of iron ore products from Northshore or future royalties payable to the Trust.
Current wording
The Trustees are unable to predict what impact, if any, the WaterLegacy lawsuit will have on mining, production and shipments of iron ore products from Northshore or future royalties payable to the Trust.
Previous wording
This report contains certain forward-looking statements based on Cliffs’ publicly announced plans with respect to Northshore in the future, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform
Current wording
This report contains certain forward-looking statements based on Cliffs’ publicly announced plans with respect to Northshore in the future, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Cliffs’ implementation of, or changes to, these plans are beyond Mesabi Trust’s control. As such, such statements are subject to risks and uncertainties, which could cause actual results to differ materially.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
All references in this discussion and in this Quarterly Report on Form 10-Q to iron ore products “shipped” or “shipments” shall include iron ore products that are actually shipped from Silver Bay, Minnesota and/or stockpiled for intercompany use that Cleveland Cliffs Inc. (“Cliffs”) has deemed shipped, as referenced by the parties to, and in accordance with, the Amended Assignment
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Mesabi Trust, formed pursuant to the Agreement of Trust, is a trust organized under the laws of the State of New York. Mesabi Trust holds all of the interests formerly owned by Mesabi Iron Company (“MIC”), including all right, title and interest in the
Previous report — wording carried elsewhere
In order to calculate the royalties owed by Northshore to Mesabi Trust, the 1989 Royalty Agreement requires that Northshore make sales of iron ore products to third parties on an arms’-length basis without regard to any other business relationship between Northshore and the third-party buyer of the iron ore products. In order to calculate royalties on less than arms’-length sales (including sales from Northshore to Cliffs’ corporate affiliates), the Royalty Agreement requires reference to the highest contract price obtained by Northshore in the preceding four calendar quarters in a sale to a buyer not affiliated with Northshore and made on an arms’-length basis. Since Cliffs’ acquisition of ArcelorMittal USA in late-2020, and accelerating after Cliffs’ Toledo HBI plant came online in mid-2021, Northshore has increased the proportion of iron ore mined from the Mesabi Trust Lands that it sells to Cliffs’ corporate affiliates and decreased the proportion of such iron ore that it sells to third parties in arms’-length transactions. Cliffs’ public statements beginning in October 2021 have indicated that Cliffs will be limiting the tonnage of iron ore pellets that it sells to third parties from all of its mines, and particularly Northshore, which Cliffs idled from May 2022 to April 2023. Cliffs also said it will continue to run
Previous report — wording carried elsewhere
royalties is attributable to an increase in the royalty rate paid during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.
Previous report — wording carried elsewhere
quarter are not necessarily indicative of royalties that will be received, or distributions that will be paid, if any, in any subsequent quarter or full year.
Previous report — wording carried elsewhere
Act of 1995, as amended. Cliffs’ implementation of, or changes to, these plans are beyond Mesabi Trust’s control. As such, such statements are subject to risks and uncertainties, which could cause actual results to differ materially.