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What changed in MESABI TRUST's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MESABI TRUST's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+19 added−13 removedSource: 10-K (2025-04-24) vs 10-K (2024-04-24)

Top changes in MESABI TRUST's 2025 10-K

19 paragraphs added · 13 removed · 10 edited across 4 sections

Item 1. Business

Business — how the company describes what it does

3 edited+0 added−0 removed3 unchanged
Biggest changeThe information under the headings “Overview,” “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” and “Leasehold Royalties” in the Annual Report is incorporated herein by reference. (d) Financial Information About Geographical Areas .
Biggest changeThe information under the headings “Overview,” “Overview of the Trust’s Royalty Structure,” “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” “Leasehold Royalties” and “Description of the Mineral Properties” in the Annual Report is incorporated herein by reference. (d) Financial Information About Geographical Areas .
The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” “Leasehold Royalties,” and “Land Trust and Fee Royalties” in the Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2024, filed as Exhibit 13 to this Form 10-K (the “Annual Report”) is incorporated herein by reference.
The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” “Leasehold Royalties,” and “Land Trust and Fee Royalties” in the Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2025, filed as Exhibit 13 to this Form 10-K (the “Annual Report”) is incorporated herein by reference.
All of the Trust’s revenues are derived from the assets of the Trust, information of which is set forth under the heading “The Trust Estate” of the Annual Report. The information under the heading “Selected Financial Data” in the Annual Report is incorporated herein by reference. (e) Availability of Reports on Registrant’s Website .
All of the Trust’s revenues are derived from the assets of the Trust, information of which is set forth under the headings “The Trust Estate” and “Description of the Mineral Properties” of the Annual Report. The information under the heading “Selected Financial Data” in the Annual Report is incorporated herein by reference. (e) Availability of Reports on Registrant’s Website .

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed8 unchanged
Biggest changeThe Corporate Trustee’s information technology team has significant experience selecting, deploying and operating cybersecurity technologies, initiatives and processes and relies 3 Table of Contents on threat intelligence as well as other information obtained from governmental, public or private sources, including external consultants engaged by the Corporate Trustee to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Biggest changeThe Corporate Trustee’s information technology team has significant experience selecting, deploying and operating cybersecurity technologies, initiatives and processes and relies on threat intelligence as well as other information obtained from governmental, public or private sources, including external consultants engaged by the Corporate Trustee to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.
However, prior cybersecurity incidents have not had a material adverse effect on Mesabi Trust’s financial condition, results of operations, or cash flows.
However, prior cybersecurity incidents have not had a material adverse effect on Mesabi Trust’s focus, financial condition, results of operations, or cash flows.
The Corporate Trustee has dedicated personnel responsible for assessing and managing Mesabi Trust’s cyber risk management efforts, informing senior management of the Corporate Trustee regarding the prevention, detection, mitigation and remediation of cybersecurity incidents and supervising such efforts.
The Corporate Trustee has dedicated personnel responsible for assessing and managing Mesabi Trust’s cyber risk management efforts, informing senior management of the Corporate Trustee regarding the prevention, detection, mitigation and remediation of cybersecurity incidents 3 Table of Contents and supervising such efforts.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+9 added−3 removed0 unchanged
Biggest changeThe Trust seeks an award of damages relating to the Operator’s underpayment of royalties in 2020, 2021 and 2022 by virtue of the Operator’s failure to use the highest price arm’s length iron ore pellet sale from the preceding four quarters in pricing internal production during the fourth quarter of 2020 through 2022.
Biggest changeThe Trust sought an award of damages relating to Cleveland-Cliffs Inc.’s (“Cliffs”) and Northshore Mining Company’s (“Northshore”) underpayment of royalties in 2020, 2021, and the first four months of 2022 by virtue of Cliffs’ and Northshore’s failure to use the highest priced arms’-length iron ore pellet sale from the preceding four quarters in pricing certain pellet shipments from 2020 through the first four months of 2022.
Removed
ITEM 3. LEGAL PROCEEDINGS . Commencement of Arbitration in October 2022 As previously announced, on October 14, 2022, Mesabi Trust initiated arbitration against Northshore Mining Company (“Northshore”) and its parent company Cleveland-Cliffs Inc. (“Cliffs”), (jointly, the “Operator”), the lessee/operator of the leased lands. The arbitration proceeding was commenced with the American Arbitration Association (“AAA”).
Added
ITEM 3. LEGAL PROCEEDINGS . AAA Arbitration Final Award and Payment As previously reported, the arbitration initiated by the Trust in October 2022 concluded in June 2024.
Removed
The Trust also seeks declaratory relief related to the Trust’s entitlement to certain documentation and to the time the Operator’s royalty obligation accrues. During 2023, the parties appointed a three-member arbitration panel and engaged in discovery. The AAA evidentiary hearing took place in March 2024.
Added
The Trust also sought declaratory relief related to the Trust’s entitlement to certain documentation and to the time when Cliffs’ and Northshore’s royalty obligations accrue.
Removed
Post-hearing briefs will be exchanged in May 2024, and post-hearing oral arguments, if any, will take place in June 2024. ITEM 4. MINE SAFETY DISCLOSURES . Not applicable. 4 Table of Contents PART II
Added
The Trust received the final award from the AAA tribunal on September 6, 2024, which unanimously awarded the Trust damages in the amount of $59,799,977 for underpaid royalties in 2020, 2021 and the first four months of 2022, plus pre-award interest in the amount of $11,288,269, calculated at the rate of 10% simple interest per annum from the date of the initial demand through September 6, 2024.
Added
Pursuant to the award, Cliffs and Northshore were required to pay the Trust the amounts specified in the Award by no later than October 6, 2024. The Tribunal approved the parties’ stipulated Consent Award approving the Trust’s 4 Table of Contents ongoing entitlement to certain documentation related to verifying royalty calculations.
Added
The Tribunal denied the Trust’s request for declaratory relief regarding the time at which Cliffs’ and Northshore’s royalty obligations accrue. Pursuant to the AAA tribunal’s final award dated September 6, 2024, Northshore and Cliffs paid Mesabi Trust $71,185,029 on October 4, 2024.
Added
This payment satisfied the AAA panel’s unanimous award of damages (including pre-award interest) for underpayment of royalties due to the Trust in 2020, 2021 and the first four months of 2022. Mesabi filed a petition to confirm the award in New York County Supreme Court on January 16, 2025 (Court File No. 650311/2025).
Added
The court issued a decision and order confirming the award on March 7, 2025. A redacted copy of the confirmation of the final AAA Award can be found at Document No. 25 in the New York State Courts Electronic Filing System (New York County Supreme Court) at the following internet address: https://iapps.courts.state.ny.us/nyscef/CaseSearch.
Added
The information included on the website is not a part of, nor incorporated by reference into, this Annual Report on Form 10-K.
Added
The distribution announced by Mesabi Trust on October 17, 2024 included information that the Trustees determined to hold these AAA award funds received on October 4, 2024 in reserve pending the expiration of procedural deadlines related to the arbitration, and an assessment of all other facts and contingencies. ITEM 4. MINE SAFETY DISCLOSURES . Not applicable. PART II

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

3 edited+0 added−0 removed0 unchanged
Biggest changeDisclosure Regarding Foreign Jurisdictions that Prevent Inspections 6 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 7 ITEM 11. Executive Compensation 9 ITEM 12. Security Ownership of Certain Beneficial Owners and Trustees and Related Unitholder Matters 10 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 12 ITEM 14.
Biggest changeDisclosure Regarding Foreign Jurisdictions that Prevent Inspections 7 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 8 ITEM 11. Executive Compensation 10 ITEM 12. Security Ownership of Certain Beneficial Owners and Trustees and Related Unitholder Matters 12 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 13 ITEM 14.
ITEM 7. Trustees’ Discussion and Analysis of Financial Condition and Results of Operations 5 ITEM 7A Quantitative and Qualitative Disclosures about Market Risk 5 ITEM 8. Financial Statements and Supplementary Data 5 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 5 ITEM 9A. Controls and Procedures 5 ITEM 9B. Other Information 6 ITEM 9C.
ITEM 7. Trustees’ Discussion and Analysis of Financial Condition and Results of Operations 5 ITEM 7A Quantitative and Qualitative Disclosures about Market Risk 5 ITEM 8. Financial Statements and Supplementary Data 6 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 6 ITEM 9A. Controls and Procedures 6 ITEM 9B. Other Information 7 ITEM 9C.
Principal Accountant Fees and Services 13 PART IV ITEM 15. Exhibit and Financial Statement Schedules 14 ITEM 16. Form 10-K Summary 17 Signatures 18 ​ ​ ​ ​ 2 Table of Contents PART I
Principal Accountant Fees and Services 14 PART IV ITEM 15. Exhibit and Financial Statement Schedules 15 ITEM 16. Form 10-K Summary 18 Signatures 19 ​ ​ ​ ​ 2 Table of Contents PART I

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