Cleveland-Cliffs holder plans sale of 3M shares

Cleveland-Cliffs has a holder that filed a notice of proposed sale for 3,000,000 shares of common stock through UBS Financial Services on the NYSE.

Rhea-AI Filing Summary

Cleveland-Cliffs has a holder that filed a notice of proposed sale for 3,000,000 shares of common stock through UBS Financial Services on the NYSE. The filing lists an aggregate market value of $36,540,000 and notes 569,707,468 shares outstanding, with an approximate sale date of February 11, 2026. The shares were accumulated over several years through open-market purchases, restricted stock unit and performance share unit vesting, stock option exercises, and other compensation-related awards.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing for Cleveland-Cliffs (CLF) disclose?

The Form 144 discloses a planned sale of 3,000,000 Cleveland-Cliffs common shares. The proposed transaction has an aggregate market value of $36,540,000 and is expected to be executed on the NYSE through UBS Financial Services, subject to applicable Rule 144 conditions.

How many Cleveland-Cliffs (CLF) shares are planned to be sold under this notice?

The notice covers a planned sale of 3,000,000 shares of Cleveland-Cliffs common stock. These shares were accumulated over time through open-market purchases and equity compensation awards, including RSUs, PSUs, option exercises, and retention grants disclosed in the acquisition history table.

What is the aggregate market value of the planned Cleveland-Cliffs (CLF) share sale?

The planned 3,000,000-share sale has an aggregate market value of $36,540,000. This figure reflects the market price at the time of preparing the notice and is used for Rule 144 reporting, not as a guaranteed sale price or proceeds amount.

How many Cleveland-Cliffs (CLF) shares are outstanding in this Form 144 notice?

The notice reports 569,707,468 Cleveland-Cliffs common shares outstanding. This outstanding share count provides context for the planned 3,000,000-share sale, indicating the scale of the proposed transaction relative to the total equity base of the company.

When is the Cleveland-Cliffs (CLF) Rule 144 sale expected to occur?

The approximate date of sale listed is February 11, 2026. This date reflects when the selling holder expects to begin transactions under Rule 144, though actual execution depends on market conditions and compliance with applicable volume and manner-of-sale requirements.

Which broker and exchange are identified for the Cleveland-Cliffs (CLF) Form 144 sale?

UBS Financial Services Inc., located in Weehawken, New Jersey, is named as the broker. The notice specifies that the 3,000,000 Cleveland-Cliffs common shares are expected to be sold on the New York Stock Exchange, consistent with the stock’s listed trading venue.

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Accepted by SEC EDGAR 02/11/2026 - 05:50 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001236128
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	CLEVELAND-CLIFFS INC
SEC File Number	001-08944
Address of Issuer	200 PUBLIC SQUARE STE. 3300 CLEVELAND OHIO 44114
Phone	216-694-5700
Name of Person for Whose Account the Securities are To Be Sold	The Celso Lourenco Goncalves GRAT 5/9/2025
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	UBS Financial Services Inc 1000 Harbor Blvd 3rd Floor Weehawken NJ 07086	3000000	36540000	569707468	02/11/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/10/2014	Purchased in open market	Open Market			50000	02/10/2014	Cash
Common	04/22/2014	Purchased in open market	Open Market			27000	04/22/2014	Cash
Common	12/31/2016	RSU Vesting/Compensation	Issuer			62379	12/31/2016	Cash
Common	08/10/2017	Purchased in open market	Open Market			100000	08/10/2017	Cash
Common	12/31/2017	RSU Vesting/Compensation	Issuer			31985	12/31/2017	Cash
Common	02/21/2018	PSU Vesting/Compensation	Issuer			77009	02/21/2018	Cash
Common	02/19/2019	RSU & PSU Vesting/Compensation	Issuer			659463	02/19/2019	Cash
Common	06/10/2019	Purchased in open market	Open Market			10000	06/10/2019	Cash
Common	01/23/2020	RSU Retention Vesting/Compensation	Issuer			290559	01/23/2020	Cash
Common	01/23/2020	PSU Retention Vesting/Compensation	Issuer			272272	01/23/2020	Cash
Common	01/23/2020	PSU Vesting/Compensation	Issuer			178450	01/23/2020	Cash
Common	01/23/2020	RSU Vesting/Compensation	Issuer			98507	01/23/2020	Cash
Common	01/12/2021	RSU Vesting/Compensation	Issuer			142077	01/12/2021	Cash
Common	01/12/2021	PSU Vesting/Compensation	Issuer			268282	01/12/2021	Cash
Common	03/05/2021	Purchased in open market	Open Market			100000	03/05/2021	Cash
Common	08/20/2021	Exercise of Stock Options/Compensation	Issuer			250000	08/20/2021	Cash
Common	12/01/2021	Purchased in open market	Open Market			50000	12/01/2021	Cash
Common	01/04/2022	RSU & PSU Vesting/Compensation	Issuer			332017	01/04/2022	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	Celso Lourenco Goncalves is the Chairman, President, and CEO of Cleveland Cliffs INC. The Celso Lourenco Goncalves Grantor Retained Annuity Trust DTD 05/09/2025 is the seller.
Date of Notice	02/11/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/JOSEPH CASSIDY, for UBS Financial Services Inc, as attorney-in-fact for The Celso Lourenco Goncalves GRAT 5/9/2025
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)