Jane Cronin receives 3,215 CLF shares via director retainer at $12.44

Rhea-AI Filing Summary

Jane M. Cronin, a director of Cleveland-Cliffs Inc. (CLF), reported a Section 16 transaction on 10/01/2025. She acquired 3,215 common shares at a price of $12.44 each as payment of her quarterly nonemployee director retainer under the company's Nonemployee Director Retainer Share Election Program, in which she elected to participate at 100%. After this issuance, she beneficially owns 51,230 common shares. The Form 4 was signed by James D. Graham by power of attorney on 10/03/2025. The filing discloses a routine director compensation share issuance and does not include any cash sale, option exercise, or derivative transactions.

Positive

• Director increased equity alignment by electing to receive 100% of retainer in company shares (3,215 shares).
• Insider ownership rose to 51,230 shares, modestly strengthening alignment with shareholders.

Negative

• None.

Insights

Corporate Governance Analyst

Routine director retainer paid in company shares; increases insider ownership modestly.

The report shows a nonemployee director retainer conversion into 3,215 shares at $12.44, reflecting the director's election to receive equity rather than cash. This raises the director's stake to 51,230 shares, which can align director incentives with shareholders without changing board composition.

The transaction is administrative and routine; no derivative activity or disposition was reported, indicating no immediate liquidity event or reduction in insider holdings.

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

OMB Number:			3235-0287
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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^*

CRONIN JANE M.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		3,215(1)	A	$12.44	51,230	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 number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for the fourth quarter pursuant to the Reporting Person's election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program. The Reporting Person elected to participate in the Retainer Election Program at 100%.

Remarks:

	/s/ James D. Graham by Power of Attorney	10/03/2025
	** 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 CLF director Jane M. Cronin report on Form 4?

The Form 4 reports acquisition of 3,215 common shares on 10/01/2025 at $12.44 per share as payment of her quarterly director retainer.

How many CLF shares does Jane M. Cronin own after the transaction?

After the issuance, she beneficially owns 51,230 common shares.

Was this a cash transaction or a stock issuance for CLF?

This was a stock issuance under the Nonemployee Director Retainer Share Election Program; no cash sale or derivative exercise was reported.

When was the Form 4 signed and by whom?

The Form 4 was signed by James D. Graham by power of attorney on 10/03/2025.

Did the filing disclose any derivative transactions or sales by the director?

No. The filing shows only a non-derivative acquisition of common shares and no dispositions or derivative activity.