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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).
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 to reduce 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.
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.
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 an unaffiliated 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.
The Trustees are unable to project whether Cliffs will continue to sell iron ore products at prices above, at or below the applicable adjusted bonus royalty threshold price, making it uncertain as to whether the Trust will be paid 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 continue to reduce or eliminate bonus royalties payable to the Trust during a particular quarter or year.