Board shakeup at Cleveland-Cliffs (CLF) as Lead Director Taylor exits

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. reported that Douglas C. Taylor, the Lead Director of its Board, submitted his resignation as a director on February 19, 2026, conditional on Board acceptance. His decision was stated not to involve any disagreement with the company’s operations, policies or practices and followed corporate governance guidelines requiring directors to resign after certain changes in primary occupation or business affiliation.

On February 22, 2026, the Board, following a recommendation from its Governance and Nominating Committee, accepted Mr. Taylor’s resignation effective immediately. To replace his leadership roles, the Board appointed Ralph S. Michael, III as Lead Director and Edilson T. Camara as Chairman of the Compensation and Organization Committee.

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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): February 22, 2026

CLEVELAND-CLIFFS INC.

(Exact name of registrant as specified in its charter)

Ohio

1-8944

34-1464672

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

200 Public Square,

Suite 3300,

Cleveland,

Ohio

44114-2315

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (216) 694-5700

Not Applicable

(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:

Common Shares, par value $0.125 per share

CLF

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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2026, Douglas C. Taylor, the Lead Director of the Board of Directors (the “Board”) of Cleveland-Cliffs Inc. (the “Company”), submitted his resignation as a member of the Board, conditional on acceptance by the Board. Mr. Taylor’s decision to resign was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Rather, pursuant to the Company’s Corporate Governance Guidelines, a director is required to tender his or her resignation when, among other things, the director experiences a change in primary occupation, position or primary business affiliation.

On February 22, 2026, based on the recommendation of the Governance and Nominating Committee of the Board, the Board decided to accept Mr. Taylor’s resignation, effective immediately. The Company thanks Mr. Taylor for his service and contributions to the Company and wishes him well in his future endeavors.

Also on February 22, 2026, to fill the roles formerly held by Mr. Taylor on the Board, the Board appointed Ralph S. Michael, III as the Lead Director of the Board and Edilson T. Camara as the Chairman of the Compensation and Organization Committee of the Board.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						CLEVELAND-CLIFFS INC.
Date:			February 23, 2026			By:			/s/ James D. Graham
						Name:			James D. Graham
						Title:			Executive Vice President, Chief Legal and Administrative Officer & Secretary

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FAQ

Why did Douglas C. Taylor resign from the Cleveland-Cliffs (CLF) Board?

Douglas C. Taylor resigned in accordance with Cleveland-Cliffs’ Corporate Governance Guidelines, which require directors to tender their resignation after certain changes in primary occupation, position, or primary business affiliation. The company stated his decision was not due to any disagreement over operations, policies, or practices.

When did the Cleveland-Cliffs (CLF) Board accept Douglas C. Taylor’s resignation?

The Board of Cleveland-Cliffs accepted Douglas C. Taylor’s resignation on February 22, 2026. This decision followed a recommendation from the Governance and Nominating Committee and made his resignation effective immediately, transitioning Board leadership roles to other directors the same day.

Who became Lead Director of Cleveland-Cliffs (CLF) after Douglas C. Taylor resigned?

After Douglas C. Taylor’s resignation, Cleveland-Cliffs appointed Ralph S. Michael, III as Lead Director of the Board on February 22, 2026. This appointment filled the Board leadership role previously held by Mr. Taylor and was approved on the same date his resignation became effective.

What new role did Edilson T. Camara assume on the Cleveland-Cliffs (CLF) Board?

On February 22, 2026, Cleveland-Cliffs appointed Edilson T. Camara as Chairman of the Compensation and Organization Committee of the Board. This role replaced responsibilities previously held by Douglas C. Taylor, aligning committee leadership with the Board’s updated director assignments.

Did Douglas C. Taylor’s resignation involve any dispute with Cleveland-Cliffs (CLF)?

Cleveland-Cliffs stated that Douglas C. Taylor’s resignation was not due to any disagreement with the company regarding its operations, policies, or practices. The filing attributes his resignation to requirements under the company’s Corporate Governance Guidelines related to changes in a director’s primary occupation or affiliation.

What corporate policy triggered the Cleveland-Cliffs (CLF) director’s resignation?

The company’s Corporate Governance Guidelines require a director to tender a resignation when there is a change in primary occupation, position, or primary business affiliation. Cleveland-Cliffs cited this policy as the reason Douglas C. Taylor submitted his resignation as a Board member on February 19, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB