What plan governed the restricted share grant to CLEVELAND-CLIFFS (CLF) director Oren Ben?

The restricted share grant to director Oren Ben was made as the 2026 Director Restricted Shares under CLEVELAND-CLIFFS’ 2021 Nonemployee Directors' Compensation Plan. This plan provides equity-based compensation to nonemployee directors instead of cash-only compensation.

Why were CLEVELAND-CLIFFS (CLF) restricted shares granted at $0.00 per share?

The 15,334 restricted shares granted to director Oren Ben show a transaction price of $0.00 because they are a compensation award, not a market trade. Grants under equity compensation plans typically do not involve the director paying cash for the awarded shares.

Director Oren Ben awarded 15,334 restricted shares at Cleveland-Cliffs (NYSE: CLF)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Oren Ben reported acquisition or exercise transactions in this Form 4 filing.

CLEVELAND-CLIFFS INC. director Oren Ben received a grant of 15,334 restricted common shares as a compensation award. The shares were granted at no cash cost to him as part of the company’s 2026 Director Restricted Shares under the 2021 Nonemployee Directors' Compensation Plan.

After this award, Ben directly holds 48,068 common shares. This is a routine equity compensation grant to a nonemployee director rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Oren Ben

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	15,334	$0.00	--

Holdings After Transaction: Common Shares — 48,068 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted shares granted: 15,334 shares Grant price per share: $0.00 per share Shares held after grant: 48,068 shares

3 metrics

Restricted shares granted 15,334 shares Director equity grant on 2026-04-21

Grant price per share $0.00 per share Compensation award, non-market transaction

Shares held after grant 48,068 shares Director Oren Ben, direct ownership after transaction

Key Terms

restricted shares, 2026 Director Restricted Shares, 2021 Nonemployee Directors' Compensation Plan, Form 4

4 terms

restricted shares financial

"Reflects the number of restricted shares granted to the Reporting Person"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

2026 Director Restricted Shares financial

"granted to the Reporting Person as the 2026 Director Restricted Shares"

2021 Nonemployee Directors' Compensation Plan financial

"pursuant to the 2021 Nonemployee Directors' Compensation Plan"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

04/23/2026 - 05:01 PM

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^*

Oren Ben

(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)
04/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/21/2026		A		15,334⁽¹⁾	A	$0	48,068	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the number of restricted shares granted to the Reporting Person as the 2026 Director Restricted Shares pursuant to the 2021 Nonemployee Directors' Compensation Plan.

Remarks:

	/s/ James D. Graham by Power of Attorney	04/23/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CLEVELAND-CLIFFS (CLF) report for Oren Ben?

CLEVELAND-CLIFFS reported that director Oren Ben received 15,334 restricted common shares as a compensation award. The grant was made at no cash cost to him and reflects routine director equity compensation, not an open-market stock purchase or sale.

How many CLEVELAND-CLIFFS (CLF) shares does Oren Ben hold after this Form 4?

After the reported grant, director Oren Ben directly holds 48,068 common shares of CLEVELAND-CLIFFS. This total includes the 15,334 restricted shares granted as 2026 Director Restricted Shares under the 2021 Nonemployee Directors' Compensation Plan disclosed in the filing.

Was the CLEVELAND-CLIFFS (CLF) Form 4 a stock purchase or sale?

The Form 4 shows neither a market purchase nor a sale. It reports a grant of 15,334 restricted common shares to director Oren Ben at a price of $0.00 per share as part of his nonemployee director equity compensation.