Cleveland-Cliffs (CLF) director takes Q3 retainer entirely in 4,246 share grant

Rhea-AI Filing Summary

CRONIN JANE M. reported acquisition or exercise transactions in this Form 4 filing.

CLEVELAND-CLIFFS INC. director Jane M. Cronin received a grant of 4,246 Common Shares valued at $9.42 per share. These shares were issued as payment of her third-quarter board retainer, following her election to receive 100% of this compensation in stock instead of cash. After the award, she directly holds 78,356 Common Shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CRONIN JANE M.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	4,246	$9.42	$40K

Holdings After Transaction: Common Shares — 78,356 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 4,246 shares Grant share value: $9.42 per share Post-transaction holdings: 78,356 shares

3 metrics

Shares granted 4,246 shares Common Shares awarded as Q3 director retainer

Grant share value $9.42 per share Value used for the retainer share issuance

Post-transaction holdings 78,356 shares Common Shares directly held after the award

Key Terms

Nonemployee Director Retainer Share Election Program, quarterly retainer, grant, award, or other acquisition

3 terms

Nonemployee Director Retainer Share Election Program financial

"pursuant to the Reporting Person's election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program"

quarterly retainer financial

"issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:56 PM Accepted by SEC EDGAR 07/02/2026 - 04:55 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CRONIN JANE M.

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OHIO 44114

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CLEVELAND-CLIFFS INC. [ CLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/01/2026		A		4,246(1)	A	$9.42	78,356	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for the third quarter pursuant to the Reporting Person's election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program. The Reporting Person elected to participate in the Retainer Election Program at 100%.

Remarks:

	/s/ James D. Graham by Power of Attorney	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Cleveland-Cliffs (CLF) director Jane M. Cronin report in this Form 4?

Jane M. Cronin reported receiving 4,246 Cleveland-Cliffs Common Shares as a grant. The award represents her third-quarter director retainer, which she chose to receive entirely in stock instead of cash under the company’s Nonemployee Director Retainer Share Election Program.

How many Cleveland-Cliffs (CLF) shares did Jane M. Cronin receive and at what price?

She received 4,246 Common Shares at a value of $9.42 per share. This transaction reflects a compensation grant rather than an open-market purchase, paid as her quarterly board retainer in equity instead of cash.

What is Jane M. Cronin’s total Cleveland-Cliffs (CLF) shareholding after this grant?

Following the grant, Jane M. Cronin directly holds 78,356 Cleveland-Cliffs Common Shares. This updated ownership figure reflects the addition of 4,246 shares issued as her elected third-quarter retainer in stock under the company’s director share election program.

Was Jane M. Cronin’s Cleveland-Cliffs (CLF) Form 4 transaction a market purchase or a compensation award?

The transaction was a compensation award, not a market purchase. The 4,246 Common Shares were issued in lieu of cash as her third-quarter director retainer, pursuant to her 100% participation election in the Nonemployee Director Retainer Share Election Program.

What is the Cleveland-Cliffs (CLF) Nonemployee Director Retainer Share Election Program mentioned in the Form 4?

The program allows nonemployee directors to elect to receive their quarterly cash retainer in Common Shares instead of cash. In this filing, Jane M. Cronin elected 100% participation, so her third-quarter retainer was fully paid in 4,246 shares at $9.42 per share.