Cleveland-Cliffs (NYSE: CLF) CEO receives large new stock unit awards

Rhea-AI Filing Summary

GONCALVES LOURENCO reported acquisition or exercise transactions in this Form 4 filing.

Cleveland-Cliffs Inc. reported that Chairman, President & CEO Lourenco Goncalves received new equity-based awards. He was granted 650,900 restricted stock units and 650,900 target market stock units on February 18, 2026, both at a stated price of $0.00 per unit as part of compensation.

The restricted stock units are cash-settled awards that generally vest on the third anniversary of the February 18, 2026 grant date, subject to award terms. Each target market stock unit represents a contingent right to receive one common share, with 50% to 150% of the target amount potentially earned 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

OMB APPROVAL

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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 LOURENCO

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		650,900		(2)	(2)	Common Shares	650,900	$0	650,900	D
Market Stock Units	(3)	02/18/2026		A		650,900		(4)	(4)	Common Shares	650,900	$0	650,900	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 did Cleveland-Cliffs (CLF) report in this Form 4 filing?

Cleveland-Cliffs reported that its Chairman, President & CEO Lourenco Goncalves received new equity-based awards. He was granted 650,900 restricted stock units and 650,900 target market stock units as part of his compensation on February 18, 2026, at a stated price of $0.00 per unit.

How many restricted stock units did the Cleveland-Cliffs (CLF) CEO receive?

The CEO of Cleveland-Cliffs received 650,900 restricted stock units. Each unit represents a contingent right to receive a cash value tied to the company’s common share price, generally vesting on the third anniversary of the February 18, 2026 grant date, subject to the award’s other terms.

What are the market stock units granted to the Cleveland-Cliffs (CLF) CEO?

The CEO was granted 650,900 target market stock units. Each unit is a contingent right to receive one Cleveland-Cliffs common share, with the final number earned ranging from 50% to 150% based on stock price performance over a three-year period starting February 18, 2026.

When do the Cleveland-Cliffs (CLF) restricted stock units vest for the CEO?

The restricted stock units generally vest on the third anniversary of the grant date of February 18, 2026. Vesting remains subject to the other terms of the award, meaning the CEO must satisfy specified conditions for the units to become payable in cash.

How is performance measured for the Cleveland-Cliffs (CLF) market stock units?

The target market stock units can be earned from 50% to 150% of the target amount. The payout depends on Cleveland-Cliffs’ stock price performance during a three-year performance period starting February 18, 2026, as defined by the specific terms of the award agreement.