Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 For the transition period from to Commission File Number: 1-4488 MESABI TRUST (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) New York 13-6022277 (I.R.S. Employer Identification No.) c/o Deutsche ...

Mesabi Trust ( MSB ) owns mining rights at Peter Michell Mine, in northeastern Minnesota, within the Mesabi Iron Range. However, according to the Trust’s agreement rules, Mesabi is not allowed to do any business on its land, it can onlyI like how a single event can ripple through markets and trigger a chain of reactions. That curiosity is what led me to study macroeconomics and eventually shape the way I invest. I have five years of experience in the investment field and an MBA in Macroeconomics and Portfol ...

Financial Performance - Total revenues for the three months ended April 30, 2025, were $4,734,542, a decrease of 24.3% from $6,250,572 in the same period of 2024[15]. - Royalty income decreased to $4,349,472 in Q1 2025 from $6,010,608 in Q1 2024, representing a decline of 27.7%[26]. - Net income for the three months ended April 30, 2025, was $3,631,208, an increase of 4.3% compared to $3,483,785 in the same period of 2024[15]. - Net income per unit increased to $0.2768 in Q1 2025 from $0.2655 in Q1 2024, reflecting a growth of 4.9%[15]. - Net cash from operating activities for Q1 2025 was $2,080,661, a decrease of 16.9% from $2,503,929 in Q1 2024[19]. - The Trust's net income for the quarter ended April 30, 2025, was $3,631,208, compared to $3,483,785 for the same quarter in 2024[47]. - Net income for the three months ended April 30, 2025 was $3,631,208, an increase of $147,423 from $3,483,785 in the same period in 2024, primarily due to a decrease in expenses[70]. Cash and Liabilities - Cash and cash equivalents decreased significantly to $24,221,132 as of April 30, 2025, down from $100,204,531 at the beginning of the period[17]. - Total liabilities decreased to $7,816,850 as of April 30, 2025, compared to $78,400,735 as of January 31, 2025, indicating a reduction of 90%[17]. - The unallocated cash and cash equivalents decreased from $22,140,471 as of January 31, 2025, to $16,873,926 as of April 30, 2025[44]. - Unallocated Reserve decreased from $20,654,125 as of April 30, 2024 to $19,611,719 as of April 30, 2025, primarily due to a decrease in unallocated cash and cash equivalents[75]. Distributions - Distributions declared per unit increased to $0.5600 in Q1 2025 from $0.2900 in Q1 2024, marking a rise of 93.1%[15]. - The Trust declared a distribution of $0.56 per Unit of Beneficial Interest on April 15, 2025, totaling $7,347,206, compared to $0.29 per Unit for the same quarter in 2024[45]. - The Trust declared a distribution of $0.56 per unit payable on May 20, 2025, compared to a distribution of $0.29 per unit during the quarter ended April 30, 2024[73]. - Mesabi Trust declared a distribution of $0.56 per Unit for May 20, 2025, compared to $0.29 per Unit for the same period last year, reflecting an increase of 93.1%[85]. Royalty Income and Production - The Trust's royalty income is primarily derived from base overriding royalties, which are contingent on the volume and selling price of iron ore products shipped[54]. - For the three months ended April 30, 2025, total royalty income decreased by $1,661,136 to $4,349,472 compared to the same period in 2024, primarily due to a decrease in production and shipments of iron ore[67]. - Iron ore pellet production and shipments for the three months ended April 30, 2025 totaled 637,186 tons, down from 978,498 tons in the comparable period in 2024, attributed to an extended maintenance shutdown[65]. - Base overriding royalties decreased by $992,551 to $2,425,094, and bonus royalties decreased by $666,298 to $1,783,835 for the three months ended April 30, 2025 compared to the same period in 2024[69]. - The minimum advance royalty for calendar year 2025 is set at $1,157,261, an increase from $1,129,615 in 2024[55]. - The Adjusted Threshold Price for royalty bonuses in 2025 is $69.41 per ton, up from $67.75 per ton in 2024[55]. - The royalty bonus percentage ranges from 0.5% to 3% based on the selling price of iron ore products above the Adjusted Threshold Price[55]. Expenses - The Trust's expenses for the three months ended April 30, 2025 were $1,103,334, a decrease of $1,663,453 compared to the same period in 2024, mainly due to reduced legal fees[70]. Future Outlook - Future royalty income may be impacted by negative price adjustments, which could reduce cash available for distribution to Unitholders in future quarters[78]. - Future distributions to Unitholders may be negatively impacted by price adjustments that could offset royalties payable to the Trust[102]. Legal and Governance - The Trust is a publicly traded pass-through royalty trust, exempt from many corporate governance requirements applicable to other publicly traded corporations[107]. - There have been no material changes in the Trust's critical accounting policies or significant accounting estimates during the three months ended April 30, 2025[108]. - The Trust is not taxable as a corporation, with all net taxable income attributable directly to Unitholders for tax purposes[109]. - There have been no material changes in the Trust's risk factors as described in the Annual Report for the fiscal year ended January 31, 2025[119]. - No legal proceedings are currently pending against the Trust[118]. Internal Controls - The Trustees evaluated the Trust's disclosure controls and procedures and concluded that they are effective[114]. - There were no changes in the Trust's internal control over financial reporting that materially affected its internal control during the last fiscal quarter[115]. - The Trust relies on quarterly shipment and royalty calculations provided by Northshore and Cliffs for its evaluations[112]. - The Trust employs certified public accountants and geological consultants to ensure the accuracy and completeness of disclosed information[111]. Tax Considerations - Unitholders are encouraged to consult with tax advisors regarding the financial impact of retained funds on their personal tax situations[109].

Group 1 - Mesabi Trust (NYSE: MSB) experienced a significant decline in iron ore shipments attributed to Cleveland-Cliffs (CLF) for Q1 [2] - Comprehensive Q1 disclosure from Cleveland-Cliffs is still pending, indicating uncertainty in the current performance metrics [2] - The Value Lab focuses on long-only value investment strategies, targeting a portfolio yield of approximately 4% [1][2] Group 2 - The Valkyrie Trading Society consists of analysts sharing high conviction investment ideas that are expected to yield non-correlated and outsized returns [3] - The society emphasizes downside protection in the context of the current economic environment [3]

[Form 8-K Current Report](index=1&type=section&id=Form%208-K%20Current%20Report) [Item 2.02 & 7.01: Results of Operations, Financial Condition, and Royalty Payments](index=2&type=section&id=Item%202.02%20%26%207.01%3A%20Results%20of%20Operations%2C%20Financial%20Condition%2C%20and%20Royalty%20Payments) Mesabi Trust received a **$2.42 million** royalty payment for Q1 2025, reflecting significantly lower iron ore shipments and inherent income volatility [Royalty Payment Details for Q1 2025](index=2&type=section&id=Royalty%20Payment%20Details) Mesabi Trust's Q1 2025 royalty payment totaled **$2,422,329**, comprising base and bonus royalties with no prior period adjustments Q1 2025 Royalty Payment Breakdown (as of April 30, 2025) | Category | Amount (USD) | | :--- | :--- | | Total Royalty Payment | $2,422,329 | | Base Royalty | $1,067,762 | | Bonus Royalty | $1,281,315 | | Payment to Mesabi Land Trust | $73,252 | - The royalty payment received by the Trust did not include any adjustments related to prior quarters[6](index=6&type=chunk) [Shipment Volume and Influencing Factors](index=2&type=section&id=Shipment%20Volume%20and%20Influencing%20Factors) Q1 2025 iron ore shipments significantly decreased to **457,728 tons** from **1,006,692 tons** year-over-year, underscoring royalty payment volatility due to operational and market factors Iron Ore Shipment Volume Comparison (Q1 YoY) | Period | Tons Shipped | | :--- | :--- | | Q1 2025 | 457,728 | | Q1 2024 | 1,006,692 | - No additional third-party arms'-length sale transactions of iron ore pellets have been reported since two low-volume shipments in December 2024[7](index=7&type=chunk) - Royalty variations are driven by multiple factors including Cliffs' operational decisions (like the idling from May 2022 to April 2023), customer delivery schedules, economic conditions, and weather. These variations can be significant and are unpredictable[8](index=8&type=chunk) [Item 8.01: Other Events](index=3&type=section&id=Item%208.01%3A%20Other%20Events) Mesabi Trust filed its Annual Report on Form 10-K for FY2025 with the SEC on April 24, 2025, providing unitholders access instructions - The Annual Report on Form 10-K for the fiscal year ended January 31, 2025, was filed with the SEC on April 24, 2025[9](index=9&type=chunk) - Unitholders can obtain a hard copy of the audited financial statements free of charge upon request or access them via the Mesabi Trust website[9](index=9&type=chunk) [Forward-looking Statements](index=3&type=section&id=Forward-looking%20Statements) This report includes forward-looking statements on production, pricing, and royalties, subject to various economic and operational risks, with no obligation for updates - The forward-looking statements are made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995[10](index=10&type=chunk) - Key risks that could cause actual results to differ include: adverse economic trends, war, tariffs, customer demand for steel, mine curtailments, and environmental compliance uncertainties[10](index=10&type=chunk) - Mesabi Trust undertakes no obligation to publicly update or revise any forward-looking statements[10](index=10&type=chunk)[11](index=11&type=chunk) [Item 9.01: Financial Statements and Exhibits](index=4&type=section&id=Item%209.01%3A%20Financial%20Statements%20and%20Exhibits) The report includes exhibits such as a press release dated May 2, 2025, and the Cover Page Interactive Data File Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release dated May 2, 2025 | | 104 | Cover Page Interactive Data File (Inline XBRL) |

Financial Performance - Mesabi Trust received a final award of $59,799,977 for underpaid royalties from Cleveland-Cliffs Inc. and Northshore Mining Company, plus pre-award interest of $11,288,269[24]. - The total payment received by Mesabi Trust on October 4, 2024, was $71,185,029, satisfying the AAA panel's unanimous award for underpayment of royalties[27]. - Mesabi Trust's revenue, operating profits, and assets are primarily derived from one business segment—iron ore mining[12]. - The Trust's financial statements are presented on pages F-4 through F-14 of the Annual Report[35]. - The financial statements for the years ended January 31, 2025, and 2024, are incorporated in the report, providing a comprehensive view of the Trust's financial performance[91]. - The Trust's financial statements include balance sheets, income statements, and cash flow statements, essential for evaluating its financial position and performance trends[91]. Governance and Management - The Trustees held 12 meetings in fiscal 2025, with all Trustees attending at least 75% of the meetings[51]. - Each individual Trustee received total compensation of $51,331 during fiscal 2025[67]. - The Corporate Trustee earned $118,301 in total compensation for the fiscal year ended January 31, 2025[69]. - Each Trustee receives at least $20,000 in annual compensation, adjusted based on the All Commodities Producer Price Index[67]. - The Corporate Trustee received $62,500 annually for clerical and administrative services, in addition to other fees[69]. - The report includes a summary of the Trustees' compensation, reflecting the governance and management structure of the Trust[93]. Audit and Compliance - Mesabi Trust has engaged Boulay, PLLP as its independent registered public accountant following the non-reappointment of Baker Tilly US, LLP[36]. - The aggregate audit fees for fiscal 2025 were $92,023, an increase from $80,523 in fiscal 2024, representing a growth of approximately 15.7%[84][85]. - No fees were paid for tax compliance, tax advice, or tax planning for fiscal 2025 or fiscal 2024, indicating a focus on audit-related services only[88]. - The Trustees approved 100% of all services provided by Boulay and Baker Tilly during fiscal 2025 and fiscal 2024, ensuring full oversight of audit engagements[89]. - The audit-related fees for fiscal 2025 and fiscal 2024 were not applicable, indicating a streamlined focus on core audit functions without additional assurance services[87]. Cybersecurity and Risk Management - The Corporate Trustee has implemented a cyber risk management program to address cybersecurity threats, which could materially affect financial condition and results of operations[20]. - The Trust has not experienced any material adverse effects from prior cybersecurity incidents on its financial condition or results of operations[20]. Trust Structure and Operations - The Trust's activities are limited to collecting income, paying expenses, and distributing net income to the holders of Trust Certificates[48]. - The Trust does not have any compensation plans under which securities of the Trust are authorized for issuance[75]. - The Trust maintains a written related person transaction approval policy for financial transactions involving related persons[78]. - There were no related person transactions required to be disclosed in the Annual Report for the fiscal years ended January 31, 2025 and 2024[80]. - The Trust is exempt from certain corporate governance standards due to its legal structure as a pass-through royalty trust, which may impact its operational flexibility[83]. - The Trust's legal structure allows it to bypass certain regulatory requirements, potentially enhancing its operational efficiency and strategic decision-making[83]. - The Trust's annual report for the fiscal year ended January 31, 2025, is filed herewith, providing detailed insights into its financial health and operational strategies[93].

Distribution Information - Mesabi Trust declared a distribution of $0.56 per Unit of Beneficial Interest, an increase from $0.29 per Unit for the same period last year, reflecting a growth of 93.1%[5] - The distribution is payable on May 20, 2025, to Unitholders of record at the close of business on April 30, 2025[5]

Group 1 - The Value Lab focuses on long-only value investment ideas, aiming for a portfolio yield of approximately 4% and has performed well over the last five years by engaging in international markets [1][2] - Mesabi Trust's lands are experiencing increased utilization following Cleveland-Cliffs Inc.'s production activities, which led to a significant stock price increase of around 20% after arbitration results [2] - The Valkyrie Trading Society consists of analysts sharing high-conviction investment ideas that are expected to yield non-correlated and outsized returns in the current economic environment, emphasizing long-only investment strategies [3]

Distribution Information - Mesabi Trust declared a distribution of $5.95 per Unit of Beneficial Interest, payable on February 20, 2025, to unitholders of record on January 30, 2025[5] - The current distribution of $5.95 represents a significant increase compared to the $0.37 per Unit distribution declared for the same period last year, marking an increase of approximately 1514%[5]

Financial Performance - Total revenues for the three months ended October 31, 2024, were $79,001,840, a significant increase from $4,896,066 in the same period of 2023, representing a growth of approximately 1515%[14] - Net income for the nine months ended October 31, 2024, was $87,207,203, compared to $14,292,545 for the same period in 2023, indicating an increase of about 510%[14] - The Trust's net income for the three months ended October 31, 2024, was $78,325,525, reflecting a strong performance compared to previous periods[52] - Net income for the three months ended October 31, 2024, was $78,325,525, a significant increase of 1,818.5% compared to $4,086,066 for the same period in 2023[90] - Total revenues for the nine months ended October 31, 2024, were $91,742,322, a substantial increase from $16,634,160 in the prior year[92] Royalty Income - Royalty income for the three months ended October 31, 2024, was $7,348,366, up from $4,664,092 in 2023, reflecting a growth of approximately 57%[14] - The Trust's royalty income for the nine months ended October 31, 2024, totaled $19,613,693, compared to $16,106,008 in 2023, reflecting an increase of approximately 31%[30] - Total royalty income for the three months ended October 31, 2024, increased by $2,684,274 to $7,348,366 compared to the same period in 2023, driven by higher pricing and shipments of iron ore[84] - For the nine months ended October 31, 2024, total royalty income increased to $19,613,693, up 21.5% from $16,106,008 in the prior year[88] Cash and Reserves - The Trust's cash and cash equivalents increased to $95,910,149 as of October 31, 2024, compared to $23,980,448 at the beginning of the period, marking a rise of about 300%[20] - The unallocated reserve increased significantly to $95,324,736 as of October 31, 2024, compared to $20,975,143 at the beginning of the period, indicating a growth of approximately 354%[20] - As of October 31, 2024, the Trust's unallocated cash and cash equivalents amounted to $90,793,345, a significant increase from $19,126,044 as of January 31, 2024[52] - Accrued Income Receivable rose to $3,883,400 as of October 31, 2024, a 106.0% increase from $1,885,432 a year earlier[97] Distributions - Distributions to unitholders for the nine months ended October 31, 2024, amounted to $12,595,210, with distributions declared and payable at $5,116,804[23] - The Trustees declared a distribution of $0.39 per Unit of Beneficial Interest, totaling $5,116,804, payable on November 20, 2024, compared to $0.35 per Unit for the same quarter in 2023[46] - Mesabi Trust declared a distribution of $0.39 per Unit of Beneficial Interest for November 20, 2024, an increase from $0.35 per Unit for the same period last year, reflecting a growth of approximately 11.4%[107] Arbitration and Legal Matters - The Trust received an arbitration award of $71,185,029 during the nine months ended October 31, 2024, which was not present in the same period of 2023[14] - The Trust received a final arbitration award of $71,185,029 on October 4, 2024, which includes $59,799,977 for underpaid royalties and $11,385,052 in pre-award interest[39][40] - The arbitration initiated by the Trust in October 2022 concluded in June 2024, focusing on royalty underpayments[136] - The Tribunal denied the Trust's request for declaratory relief regarding the timing of royalty obligations accrual[138] Operational Insights - For the three months ended October 31, 2024, production and shipments of iron ore pellets totaled 1,066,665 tons, an increase from 918,482 tons in the same period of 2023, reflecting higher demand[78] - For the nine months ended October 31, 2024, production and shipments reached 3,019,695 tons, up from 2,123,063 tons in the comparable period of 2023, due to three full quarters of operations after the restart in April 2023[79] - Cliffs has treated Northshore as a swing operation since April 2023, with no specific production volume information provided to the Trustees[75] - The Trust's revenue is highly dependent on Northshore's operations, which are influenced by market demand and pricing adjustments under customer contracts[62][71] Financial Management - The Trust's financial statements are prepared on an accrual basis, and distributions are declared based on actual royalties received[45] - The Trustees have invested the AAA award funds in interest-bearing accounts while holding them in reserve pending procedural deadlines related to the arbitration[109] - There were no changes in the Trust's internal control over financial reporting during the last fiscal quarter that materially affected its operations[133] - The Trust's disclosure controls and procedures were evaluated and deemed effective by the Trustees[132] Regulatory and Risk Factors - The Trust is subject to extensive regulation under the Securities Act and the NYSE, but is exempt from many corporate governance requirements due to its nature as a pass-through royalty trust[123] - Variations in royalties received by Mesabi Trust can be significant and are influenced by multiple factors, including operational decisions by Cliffs and market conditions[105] - Future distributions to Unitholders may vary significantly and could be negatively impacted by price adjustments in royalties[119] - There have been no material changes in the Trust's risk factors as outlined in previous reports[141]