Cleveland-Cliffs (CLF) EVP surrenders 13,991 shares to cover RSU taxes

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. executive James D. Graham, EVP Chief Legal Admin & Sec, reported a Form 4 transaction involving company common shares. On January 5, 2026, he surrendered 13,991 common shares at $13.2 per share. The filing explains this was a mandatory surrender of shares underlying restricted share units to pay the related tax liability incurred in connection with the payout of those units. After this transaction, Graham beneficially owns 478,257.792 common shares directly.

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^*

Graham James D

(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 Chief Legal Admin & Sec

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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
Common Shares	01/05/2026		F		13,991(1)	D	$13.2	478,257.792	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 mandatory surrender of shares underlying restricted share units in payment of the related tax liability incurred on January 5, 2026 in connection with payout of the restricted share units.

Remarks:

	/s/ James D. Graham	01/07/2026
	** 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 CLF executive James D. Graham report?

James D. Graham, EVP Chief Legal Admin & Sec of Cleveland-Cliffs Inc. (CLF), reported surrendering 13,991 common shares of the company on January 5, 2026.

Why were 13,991 Cleveland-Cliffs (CLF) shares surrendered by the EVP?

The 13,991 shares were mandatorily surrendered to pay the tax liability incurred on January 5, 2026 in connection with the payout of restricted share units.

At what price were the surrendered Cleveland-Cliffs shares valued?

The surrendered Cleveland-Cliffs Inc. common shares were reported at a price of $13.2 per share in the Form 4 filing.

How many Cleveland-Cliffs shares does James D. Graham own after this Form 4 transaction?

Following the reported transaction, James D. Graham beneficially owns 478,257.792 common shares of Cleveland-Cliffs Inc., held directly.

Is the reported CLF insider transaction a sale on the open market?

No. The filing states the transaction reflects a mandatory surrender of shares underlying restricted share units in payment of a related tax liability, rather than a discretionary open-market sale.