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MESABI TRUST_January 30, 2026 0000065172false00000651722026-01-302026-01-30 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026

MESABI TRUST

(Exact name of registrant as specified in its charter) ​ ​

​

​

New York 1-4488 13-6022277

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

​ ​

​

c/o Deutsche Bank Trust Company Americas Trust & Agency Services 1 Columbus Circle, 17th Floor Mail Stop: NYC01-1710 New York, New York 10019

(Address of principal executive offices) (Zip Code)

​ (904) 271-2520 (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: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​

​ ​

​ ​

Title of each class Trading Symbol(s) Name of each exchange on which registered

Units of Beneficial Interest, no par value MSB New York Stock Exchange

​ 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 Receipt of Quarterly Royalty Report and Royalty Payment On January 30, 2026, Mesabi Trust received the quarterly royalty report of iron ore shipments out of Silver Bay, Minnesota during the quarter ended December 31, 2025 (the “Royalty Report”) from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”). As further explained under Item 7.01 below, the Royalty Report indicated that Cliffs paid, and Mesabi Trust received, total royalty payments of $4,943,488 on January 30, 2026. ​ Item 7.01Regulation FD. Quarterly Royalty Report and Royalty Payment On January 30, 2026, the Trustees of Mesabi Trust received the Royalty Report from Cliffs, the parent company of Northshore. 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 December 31, 2025, Mesabi Trust was credited with a base royalty of $3,622,142. For the three months ended December 31, 2025, Mesabi Trust was also credited with a bonus royalty in the amount of $1,041,580. Cliffs’ Royalty Report also stated that the royalty payments received by the Trust also included an increase of $66,572 as a result of base and bonus royalty adjustments taken by Cliffs related to prior quarters. In addition, a royalty payment of $213,194 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on January 30, 2026 from Cliffs were $4,943,488. 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 fourth calendar quarter of 2025, Cliffs credited Mesabi Trust with 956,512 tons of iron ore shipped, as compared to 1,110,800 tons shipped during the fourth calendar quarter of 2024. Cliffs’ Royalty Report also indicated that royalty calculations are based on prices that are subject to change. And all royalties are subject to continued due diligence review and verification. 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 and steel industries, production schedules and weather conditions on the Great Lakes. These multiple factors can result in significant varia

MESABI TRUST_January 16, 2026 0000065172false00000651722036-01-162036-01-16 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2026

MESABI TRUST

(Exact name of registrant as specified in its charter) ​ ​

​

​

New York 1-4488 13-6022277

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

​ ​

​

c/o Deutsche Bank Trust Company Americas Trust & Agency Services 1 Columbus Circle, 17th Floor Mail Stop: NYC01-1710 New York, New York 10019

(Address of principal executive offices) (Zip Code)

​ (904) 271-2520 (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: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​

​ ​

​ ​

Title of each class Trading Symbol(s) Name of each exchange on which registered

Units of Beneficial Interest, no par value MSB New York Stock Exchange

​ 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 January 16, 2026, Mesabi Trust (the “Trust”) issued a press release announcing that the Trustees of Mesabi Trust declared a distribution of twenty-six cents ($0.26) per Unit of Beneficial Interest payable on February 20, 2026 to Mesabi Trust Unitholders of record at the close of business on January 30, 2026. This compares to a five dollar ninety-five cents ($5.95) 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 Press Release dated January 16, 2026

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. ​ ​

1

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, Corporate Trustee of Mesabi Trust

​ Dated: January 16, 2026 ​ ​

2

MESABI TRUST_October 30, 2025 0000065172false00000651722025-10-302025-10-30 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ​

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025

MESABI TRUST

(Exact name of registrant as specified in its charter) ​ ​

​

​

New York 1-4488 13-6022277

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

​ ​

​

c/o Deutsche Bank Trust Company Americas Trust & Agency Services 1 Columbus Circle, 17th Floor Mail Stop: NYC01-1710 New York, New York 10019

(Address of principal executive offices) (Zip Code)

​ (904) 271-2520 (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: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​

​ ​

​ ​

Title of each class Trading Symbol(s) Name of each exchange on which registered

Units of Beneficial Interest, no par value MSB New York Stock Exchange

​ 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 Receipt of Quarterly Royalty Report and Royalty Payment On October 30, 2025, Mesabi Trust received the quarterly royalty report of iron ore shipments out of Silver Bay, Minnesota during the quarter ended September 30, 2025 (the “Royalty Report”) from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”). As further explained under Item 7.01 below, the Royalty Report indicated that Mesabi Trust received total royalty payments of $4,005,142 on October 30, 2025. ​ Item 7.01Regulation FD. Quarterly Royalty Report and Royalty Payment On October 30, 2025, the Trustees of Mesabi Trust received the Royalty Report from Cliffs, the parent company of Northshore. 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. The royalty payment received by the Trust did not include any adjustments related to prior quarters. 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. 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 during the 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. 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 and steel industries, production schedules and weather conditions on the Great Lakes. These multiple factors can result in significant variations in royalties received by Mesab