Cleveland-Cliffs (CLF) CEO updates holdings after 84,229-share tax surrender

Rhea-AI Filing Summary

Cleveland-Cliffs Inc.’s Chairman, President & CEO Lourenco Goncalves reported an automatic share withholding tied to equity compensation. On January 5, 2026, he surrendered 84,229 common shares at $13.20 per share to cover taxes due on the payout of restricted share units. After this tax-related transaction, he directly held 3,015,486 common shares.

The filing also shows changes in how his indirect holdings are structured. Prior indirect positions through 2023 and 2024 grantor retained annuity trusts now show 0 shares, while a 2025 grantor retained annuity trust holds 3,000,000 common shares. These trust-related updates are described as exempt changes in the form of beneficial ownership and an exempt contribution of shares.

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 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)
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		84,229(1)	D	$13.2	3,015,486	D
Common Shares								0(2)	I	By 2023 grantor retained annuity trust
Common Shares								0(3)	I	By 2024 grantor retained annuity trust
Common Shares								3,000,000(4)	I	By 2025 grantor retained annuity trust

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.

2. Reflects the exempt change in form of beneficial ownership of all previously-held Issuer common shares since the date of the Reporting Person's last filed Form 4. These Issuer common shares were previously reflected as being held indirectly through the 2023 grantor retained annuity trust.

3. Reflects the exempt change in form of beneficial ownership of all previously-held Issuer common shares since the date of the Reporting Person's last filed Form 4. These Issuer common shares were previously reflected as being held indirectly through the 2024 grantor retained annuity trust.

4. Reflects the Reporting Person's exempt contribution of 3,000,000 Issuer common shares to a 2025 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4.

Remarks:

	/s/ James D. Graham by Power of Attorney	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 CEO Lourenco Goncalves report on January 5, 2026?

He reported the mandatory surrender of 84,229 common shares at $13.20 per share to pay taxes on vested restricted share units.

How many Cleveland-Cliffs (CLF) shares does the CEO own directly after this Form 4?

Following the reported transaction, Lourenco Goncalves directly beneficially owned 3,015,486 common shares of Cleveland-Cliffs Inc.

Were the 84,229 CLF shares reported on this Form 4 an open-market sale?

No. Footnote F1 explains they were mandatorily surrendered shares underlying restricted share units to cover the related tax liability.

What changed with the CEO’s grantor retained annuity trusts in this CLF Form 4?

Holdings previously attributed to 2023 and 2024 grantor retained annuity trusts now show 0 shares, while a 2025 grantor retained annuity trust holds 3,000,000 common shares.

How is the 3,000,000-share position in CLF described in the Form 4 footnotes?

Footnote F4 states it reflects the CEO’s exempt contribution of 3,000,000 common shares to a 2025 grantor retained annuity trust since his last Form 4.

What roles does Lourenco Goncalves hold at Cleveland-Cliffs (CLF) according to this filing?

He is identified as a Director and as an Officer, serving as Chairman, President & CEO of Cleveland-Cliffs Inc.