MESABI TRUST
For the period ended Apr 30, 2026. Filed Jun 12, 2026.
View on SEC.govAbout this filing
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.
Apr 30, 2026 · Filed Jun 12, 2026
MSB$17.25+4.6%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-10-31; filed 2025-12-12.
0001104659-25-120673
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-06-12.
0001104659-26-073470
Item 1A. Risk FactorsThe 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 4 previous paragraphs and 6 current paragraphs.
1 unchanged; 3 reworded; 1 added; 0 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (1)
Current report
As recently reported by the Trust in its Current Report on Form 8-K dated May 4, 2026, based on Cliffs’ most recent quarterly royalty report of shipments to anunaffiliated third party customer for the three months ended March 31, 2026, the Trust was credited with a bonus royalty in the amount of $0 (zero dollars). In its April 30, 2026 quarterly royalty report to the Trust, Cliffs reported that all deemed shipments out of Silver Bay for the calendar quarter ended March 31, 2026 were priced below the 2026 adjusted bonus royalty threshold of $71.70 per ton. The prices Cliffs reported for deemed shipments in this quarter 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, this represents the first time in many years that Cliffs’ quarterly royalty report and royalty payment did not report and pay Mesabi Trust a bonus royalty for shipments of iron ore pellets made during the applicable quarter.
Reworded paragraphs (3)
Previous wording
The following Risk Factor supplements the Trust’s Risk Factors as described in “Risk Factors” as set forth in pages 4 to 19 of Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (filed April 24, 2025).
Current wording
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).
Previous wording
Limited bona fide third-party sales transactions of iron ore products (processed at Northshore using Mesabi Trust iron ore) by Cliffs at prices below the annual bonus royalty threshold price could reduce or even eliminate bonus royalties historically paid to the Trust.
Current wording
The limited arms’-length third-party 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 quarter ended April 30, 2026, could continue toreduce or even eliminate bonus royalties historically paid to the Trust and could result in potential disputes regarding the amount of royalties owed to the Trust.
Previous wording
Since 2005, the Trust has consistently been paid bonus royalties by the mine operator pursuant to the Royalty Agreement. The Trust recognizes bonus royalties on a quarterly basis, based on the volume of shipments for each fiscal quarter at the actual royalty percentage for those shipments and based on the anticipated prices for iron ore products sold by Cliffs in bona-fide third-party transactions. The Trust is paid royalty bonuses when iron ore products shipped are sold at anticipated prices above a bonus threshold price per ton, which is calculated annually. The royalty bonus is based on a percentage of the gross proceeds of all iron ore product shipped that quarter. The royalty bonus percentage ranges from 1/2 of one percent of the gross proceeds (on all tons of iron ore shipped for sale at prices between the threshold price and $2.00 above the threshold price) to 3% of the gross proceeds (on all tonnage shipped for sale at prices $10 or more above the threshold price). The threshold price is adjusted annually for inflation and is $69.41 per ton for calendar year 2025. Although 98.3% of all the iron ore products shipped from Silver Bay during calendar 2024 were sold at prices higher than the 2024 adjusted threshold price, the Trustees are unable to project whether Cliffs will continue to sell iron ore products at prices above the applicable adjusted threshold price, entitling the Trust to any future bonus royalty payments. Limited third-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 reduce or even eliminate bonus royalties payable to the Trust during a particular quarter or year.
Current wording
Mesabi Trust recognizes bonus royalties on a quarterly basis, based on the volume of shipments for each fiscal quarter at the actual royalty percentage for those shipments and based on the prices for iron ore products sold by Cliffs in bona-fide third-party transactions. The Trust is paid royalty bonuses when iron ore products shipped are sold at prices above a bonus threshold price per ton, which is calculated annually. The royalty bonus is based on a percentage of the gross proceeds of all iron ore products shipped that quarter. The royalty bonus percentage ranges from 1/2 of one percent of the gross proceeds (on all tons of iron ore shipped for sale at prices between the threshold price and $2.00 above the threshold price) to 3% of the gross proceeds (on all tonnage shipped for sale at prices $10 or more above the threshold price). The threshold price is adjusted annually for inflation and is $71.70 per ton for calendar year 2026 and was $69.41 per ton for calendar year 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Trustees are unable to project whether Cliffs will continue to sell iron ore products at prices above, at or belowthe applicable adjusted bonus royalty threshold price, making it uncertain as to whetherthe Trust will be paidany future bonus royalty payments. Limited third-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 toreduce or eliminate bonus royalties payable to the Trust during a particular quarter or year.