Cleveland-Cliffs (CLF) SVP Floriani surrenders 3,182 shares for RSU tax

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. reported an insider share transaction by senior executive Kimberly A. Floriani, SVP, Controller & CAO. On January 5, 2026, Floriani surrendered 3,182 common shares at a price of $13.20 per share. According to the filing, this was a mandatory surrender of shares underlying restricted share units to cover the related tax liability incurred when those restricted share units paid out on that date, rather than a discretionary open-market sale. After this tax-related transaction, Floriani beneficially owned 68,852 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^*

Floriani Kimberly A

(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)
	SVP, Controller & CAO

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		3,182(1)	D	$13.2	68,852	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 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).
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FAQ

What insider transaction did Cleveland-Cliffs (CLF) report for Kimberly A. Floriani?

The filing reports that Kimberly A. Floriani, SVP, Controller & CAO of Cleveland-Cliffs Inc., surrendered 3,182 common shares on January 5, 2026 in a Form 4 transaction coded "F".

Was the Cleveland-Cliffs (CLF) insider transaction an open-market sale?

No. The footnote explains the transaction reflects the mandatory surrender of shares underlying restricted share units to pay the related tax liability upon payout of those restricted share units on January 5, 2026.

At what price were the Cleveland-Cliffs (CLF) shares surrendered in this Form 4?

The Form 4 lists the price of the surrendered 3,182 common shares as $13.20 per share.

How many Cleveland-Cliffs (CLF) shares does Kimberly A. Floriani own after the transaction?

Following the reported tax-related share surrender, Kimberly A. Floriani beneficially owns 68,852 common shares of Cleveland-Cliffs Inc. directly.

What does transaction code "F" mean in the Cleveland-Cliffs (CLF) Form 4?

Transaction code "F" indicates a payment of tax liability by delivering or withholding securities, here through the mandatory surrender of shares underlying restricted share units.

What is Kimberly A. Floriani’s role at Cleveland-Cliffs (CLF)?

Kimberly A. Floriani is an officer of Cleveland-Cliffs Inc., serving as SVP, Controller & Chief Accounting Officer (CAO), as disclosed in the Form 4.