Cleveland-Cliffs awards stock units to COO Smith

Smith Clifford T reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Smith Clifford T reported acquisition or exercise transactions in this Form 4 filing.

CLEVELAND-CLIFFS INC. executive Clifford T. Smith, EVP & Chief Operating Officer, reported awards of derivative equity-based compensation. He received 198,128 Restricted Stock Units, each representing a contingent right to cash based on the price of Cleveland-Cliffs common shares, generally vesting on the third anniversary of the February 18, 2026 grant date.

He also received 198,128 target Market Stock Units, each representing a contingent right to receive one Cleveland-Cliffs common share. These market stock units can be earned from 50% to 150% of target based on the company’s stock price performance over a three-year performance period starting February 18, 2026.

Insider Trade Summary

Grant/Award: 396,256 shares

Grant/Award 2 txns

Insider Smith Clifford T

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	198,128	$0.00	$0.00
Grant/Award	Market Stock Units	198,128	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 198,128 contracts (Direct); Market Stock Units — 198,128 contracts (Direct)

Footnotes (4)

1. F1. Each of the restricted stock units reported in this row represents a contingent right to receive a value in cash relating to the price of the Issuer's common shares.
2. F2. The restricted stock units generally vest on the third anniversary of the date of grant of February 18, 2026, subject to the other terms of the award.
3. F3. Each of the target market stock units reported in this row represents a contingent right to receive one Issuer common share.
4. F4. In general, the target market stock units can be earned from 50% to 150% based on Issuer stock price performance achievement during a three-year performance period starting February 18, 2026, subject to the other terms of the award.

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Accepted by SEC EDGAR 02/20/2026 - 05:08 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
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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^*

Smith Clifford T

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OH 44114-2315

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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

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

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

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
Restricted Stock Units	(1)	02/18/2026		A		198,128		(2)	(2)	Common Shares	198,128	$0	198,128	D
Market Stock Units	(3)	02/18/2026		A		198,128		(4)	(4)	Common Shares	198,128	$0	198,128	D

Explanation of Responses:

1. Each of the restricted stock units reported in this row represents a contingent right to receive a value in cash relating to the price of the Issuer's common shares.

2. The restricted stock units generally vest on the third anniversary of the date of grant of February 18, 2026, subject to the other terms of the award.

3. Each of the target market stock units reported in this row represents a contingent right to receive one Issuer common share.

4. In general, the target market stock units can be earned from 50% to 150% based on Issuer stock price performance achievement during a three-year performance period starting February 18, 2026, subject to the other terms of the award.

Remarks:

	/s/ James D. Graham by Power of Attorney	02/20/2026
	** 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.