Cleveland-Cliffs (CLF) EVP awarded RSUs and market stock units

Rhea-AI Filing Summary

Koci Keith reported acquisition or exercise transactions in this Form 4 filing.

Cleveland-Cliffs Inc. executive Keith Koci, EVP & President, CC Services, reported the grant of equity-based awards. On February 18, 2026, he received 163,791 restricted stock units, each representing a right to a cash amount linked to the company’s share price. These restricted stock units generally vest on the third anniversary of the grant date, subject to award terms.

On the same date, he was also granted 163,791 target market stock units, each representing a contingent right to receive one Cleveland-Cliffs common share. The number of shares ultimately earned can range from 50% to 150% of the target based on stock price performance over a three-year period starting February 18, 2026, and other award conditions.

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^*

Koci Keith

(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 & President, CC Services

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		163,791		(2)	(2)	Common Shares	163,791	$0	163,791	D
Market Stock Units	(3)	02/18/2026		A		163,791		(4)	(4)	Common Shares	163,791	$0	163,791	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.

FAQ

What did Cleveland-Cliffs (CLF) executive Keith Koci report on this Form 4?

Keith Koci reported receiving equity-based awards from Cleveland-Cliffs. He was granted 163,791 restricted stock units settled in cash and 163,791 target market stock units that may convert into shares, with vesting and performance conditions tied to future company stock price performance over several years.

How many restricted stock units did Keith Koci receive from Cleveland-Cliffs (CLF)?

He received 163,791 restricted stock units. Each unit represents a contingent right to receive cash based on the price of Cleveland-Cliffs common shares, and these awards generally vest on the third anniversary of the February 18, 2026 grant date, subject to standard award conditions and continued eligibility requirements.

What are the terms of the market stock units granted to the Cleveland-Cliffs (CLF) executive?

Koci was granted 163,791 target market stock units. Each unit represents a right to receive one Cleveland-Cliffs common share, with actual payout between 50% and 150% of target depending on stock price performance during a three-year period starting February 18, 2026, and other award terms.

Are the restricted stock units granted to the Cleveland-Cliffs (CLF) executive settled in cash or shares?

The restricted stock units are settled in cash. Each unit provides a contingent right to receive a cash amount tied to the price of Cleveland-Cliffs common shares, rather than delivering actual shares, and they generally vest on the third anniversary of the February 18, 2026 grant date.

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

Performance for the target market stock units is based on stock price achievement. The units can be earned from 50% to 150% of target depending on Cleveland-Cliffs stock price performance over a three-year period starting February 18, 2026, and are also subject to other award conditions.