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Annual report [Section 13 and 15(d), not S-K Item 405]

CAPITAL STOCK

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CAPITAL STOCK
 12 Months Ended
Dec. 31, 2024
Equity [Abstract] Ìý
Capital Stock
NOTE 16 - CAPITAL STOCK
SHARE REPURCHASE PROGRAMS
During the first quarter of 2024, we fully utilized the remaining portion of our prior $1Ìýbillion share repurchase program, which was approved by our Board of Directors on February 10, 2022.
On April 22, 2024, our Board of Directors authorized a new program to repurchase our outstanding common shares in the open market or in privately negotiated transactions, which may include purchases pursuant to Rule 10b5-1 plans or accelerated share repurchases, up to a maximum of $1.5Ìýbillion. We are not obligated to make any repurchases, and the program may be suspended or discontinued at any time. The share repurchase program does not have a specific expiration date.
For the years ended DecemberÌý31, 2024 and 2023, we repurchased 37.9Ìýmillion and 10.4Ìýmillion common shares, respectively, at a cost of $733 million and $152 million in the aggregate, respectively. The cost of our share repurchases excludes the excise tax due under the Inflation Reduction Act. As of DecemberÌý31, 2024, there was $1.4 billion remaining authorization under our active share repurchase program.
PREFERRED STOCK
We have 3Ìýmillion shares of Serial Preferred Stock, Class A, without par value, authorized, and 4Ìýmillion shares of Serial Preferred Stock, Class B, without par value, authorized; no preferred shares were issued or outstanding as of DecemberÌý31, 2024.
STELCO ACQUISITION
As more fully described in NOTE 3 - ACQUISITIONS, we completed the Stelco Acquisition on November 1, 2024. At closing, each Stelco shareholder received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per share of Stelco common stock. Additionally, Stelco equity award holders received CAD $60.00 in cash and 0.454 shares of Cliffs common stock per outstanding restricted share unit and deferred share unit. As a result of the Stelco Acquisition, we issued a total of 25.9 million Cliffs treasury shares at a fair value of $343Ìýmillion.