Cleveland-Cliffs (NYSE: CLF) CFO granted RSU and market stock unit awards

Rhea-AI Filing Summary

Goncalves Celso L Jr reported acquisition or exercise transactions in this Form 4 filing.

CLEVELAND-CLIFFS INC. executive vice president and CFO Celso L. Goncalves Jr reported equity awards on a Form 4. He received 188,531 restricted stock units, each representing a contingent right to receive a cash value tied to the price of Cleveland-Cliffs common shares. These restricted stock units generally vest on the third anniversary of the grant date of February 18, 2026, subject to the award’s other terms. He was also granted 188,531 target market stock units, each representing a contingent right to receive one Cleveland-Cliffs common share, which can be earned from 50% to 150% of target based on stock price performance over a three-year period starting February 18, 2026.

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

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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^*

Goncalves Celso L Jr

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OH 44114

(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, CFO

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		188,531		(2)	(2)	Common Shares	188,531	$0	188,531	D
Market Stock Units	(3)	02/18/2026		A		188,531		(4)	(4)	Common Shares	188,531	$0	188,531	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).
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FAQ

What insider transaction did Cleveland-Cliffs (CLF) report for its CFO?

Cleveland-Cliffs EVP and CFO Celso L. Goncalves Jr reported receiving equity awards. He was granted 188,531 restricted stock units and 188,531 target market stock units, both dated February 18, 2026, as part of his compensation in derivative form.

How many restricted stock units did the Cleveland-Cliffs CFO receive?

The CFO received 188,531 restricted stock units. Each unit represents a contingent right to receive a cash value linked to the price of Cleveland-Cliffs common shares, generally vesting on the third anniversary of the February 18, 2026 grant date, subject to award terms.

What are the terms of the restricted stock units granted by Cleveland-Cliffs?

Each restricted stock unit represents a contingent right to cash value based on Cleveland-Cliffs’ common share price. The units generally vest on the third anniversary of the February 18, 2026 grant date, subject to the other terms and conditions specified in the award agreement.

What are market stock units in the Cleveland-Cliffs CFO’s Form 4?

The market stock units are performance-based equity awards. Each of the 188,531 target market stock units represents a contingent right to receive one Cleveland-Cliffs common share, earned from 50% to 150% of target based on stock price performance over three years starting February 18, 2026.

Are the Cleveland-Cliffs CFO’s new equity awards time-based or performance-based?

The filing shows both types. The restricted stock units generally vest based on time, on the third anniversary of the February 18, 2026 grant date, while the target market stock units vest based on stock price performance over a three-year period starting the same date.

Does the Cleveland-Cliffs CFO directly hold these equity awards?

The Form 4 indicates direct ownership of both award types. The restricted stock units and market stock units are reported with direct ownership, with no footnotes stating that voting or investment power resides with another entity or person on his behalf.