MSB 8-K
Mesabi Trust (MSB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification |
c/o Deutsche Bank Trust Company Americas | |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02Results of Operations and Financial Condition.
Announcement of Distribution
On April 14, 2026, Mesabi Trust (the “Trust”) issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of twenty-four cents ($0.24) per Unit of Beneficial Interest payable on May 20, 2026 to Mesabi Trust Unitholders of record at the close of business on April 30, 2026. This compares to a fifty-six cents ($0.56) per Unit distribution declared for the same period last year. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. | | Description |
99.1 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101) |
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MESABI TRUST | ||
By: | /s/ Chris Niesz | |
Chris Niesz | ||
Director | ||
Deutsche Bank Trust Company Americas, | ||
Dated: April 14, 2026
EXHIBIT 99.1
MESABI TRUST PRESS RELEASE
Tuesday, April 14, 2026 @ 04:15 PM Eastern Daylight Time
NEW YORK--(BUSINESS WIRE)
Announcement of Mesabi Trust Distribution
The Trustees of Mesabi Trust (NYSE:MSB) declared a distribution of twenty-four cents ($0.24) per Unit of Beneficial Interest payable on May 20, 2026 to Mesabi Trust Unitholders of record at the close of business on April 30, 2026. This compares to a fifty-six cents ($0.56) per Unit distribution declared for the same period last year.
The Trustees’ announcement today of a twenty-four cents ($0.24) per Unit distribution, as compared to a fifty-six cents ($0.56) per Unit distribution announced by the Trust at the same time last year, reflects consideration of a number of factors. In particular, the Trustees’ current distribution determination reflects that the Trust received total royalty payments of $4,943,488 on January 30, 2026, from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”), which was lower than the total royalty payments of $8,986,464 received by the Trust from Cliffs in January 2025, all of which was previously reported. The Trustees’ distribution decision announced today also reflects their determination to maintain an appropriate level of reserves in order to make adequate provision to meet current and future expenses, as well as present or future liabilities (whether fixed or contingent).
The Trustees have received no specific updates on Cliffs’ plans for the current year concerning Northshore iron ore operations or Northshore’s production, sale or shipment of iron ore products. The Trustees’ distribution announcement today also takes into account several other factors, including uncertainties resulting from Cliffs’ prior announcements regarding its vertical supply chain planning, the current volatility in the iron ore and steel industries generally, national and global economic uncertainties, potential changes in trade laws, the volume of unfairly traded imports, the imposition of new or termination of international duties or tariffs and ongoing disturbances from global unrest.
Quarterly royalty payments from Cliffs and Northshore for iron ore production and shipments during the first calendar quarter, which are payable to Mesabi Trust under the royalty agreement, are due April 30, 2026, together with the quarterly royalty report. After receiving the quarterly royalty report and payment, Mesabi Trust plans to file a summary of the quarterly royalty report with the Securities and Exchange Commission in a Current Report on Form 8-K.
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to Northshore operations and Cliffs during 2026 and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Actual production, prices, price adjustments, sales, shipments and deemed shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ
materially from current expectations and recent historical levels due to inherent risks and uncertainties such as general adverse business and industry economic trends, infrequent and low volume third-party customer sale transactions, uncertainties arising from war, terrorist events, imposition or termination of duties or tariffs and retaliatory tariffs, and other global events, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling production lines or entire plants, environmental compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market and other factors. Further, historically some of the royalties earned by Mesabi Trust have been based on estimated prices that are subject to interim and final adjustments, which can be positive or negative, and may be dependent in part on multiple price and inflation index factors under agreements to which Mesabi Trust was not a party and that were not known until after the end of a contract year. Although the Mesabi Trustees believe that any such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained under the caption “Risk Factors” in Mesabi Trust’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (filed April 24, 2025) and its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2025 (filed December 12, 2025). Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.
Contact:
Mesabi Trust SHR Unit
Deutsche Bank Trust Company Americas
904-271-2520