Cleveland-Cliffs (CLF) director receives 1,506 shares as retainer, surrenders 452 for taxes

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. director reported routine equity-based compensation activity. On 01/02/2026, the director received 1,506 common shares at $13.28 per share as payment of the quarterly board retainer, under an election to take 50% of the retainer in stock through the company’s Nonemployee Director Retainer Share Election Program. On the same date, the director surrendered 452 shares at $13.28 per share to cover tax liabilities related to this award. Following these transactions, the director beneficially owns 257,751 common shares directly and 29,361 common shares indirectly through a personal company.

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^*

Stoliar Gabriel

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		1,506(1)	A	$13.28	257,751	D
Common Shares	01/02/2026		F		452(2)	D	$13.28	257,299	D
Common Shares								29,361	I	By personal company

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 first 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 50%.

2. Surrender of shares in payment of tax liability in connection with the Reporting Person's participation in the Retainer Election Program.

Remarks:

	/s/ James D. Graham by Power of Attorney	01/06/2026
	** 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 insider transaction did Cleveland-Cliffs (CLF) report in this Form 4?

A Cleveland-Cliffs Inc. director reported receiving 1,506 common shares on 01/02/2026 as part of their quarterly board retainer, taken in stock instead of cash.

At what price were the Cleveland-Cliffs (CLF) shares recorded in the director’s Form 4?

The common shares were recorded at a price of $13.28 per share for both the 1,506 shares received and the 452 shares surrendered for taxes.

Why did the Cleveland-Cliffs (CLF) director surrender 452 shares?

The director surrendered 452 shares in payment of the tax liability arising from participation in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program.

How many Cleveland-Cliffs (CLF) shares does the director own after these transactions?

After the reported transactions, the director beneficially owns 257,751 common shares directly and 29,361 common shares indirectly through a personal company.

What is the Cleveland-Cliffs (CLF) Nonemployee Director Retainer Share Election Program?

It is a program allowing nonemployee directors to elect to receive some or all of their quarterly retainer in Cleveland-Cliffs common shares instead of cash; the director elected to participate at 50%.

Is this Cleveland-Cliffs (CLF) Form 4 transaction a purchase on the open market?

No. The 1,506 shares were issued as payment of the quarterly board retainer under the company’s director retainer share election program, rather than an open-market purchase.