Cleveland-Cliffs CEO trust sells 3M shares

Cleveland-Cliffs Inc. reported an insider-related sale of 3,000,000 common shares executed on February 11, 2026 by a 2025 grantor retained annuity trust associated with Chairman, President & CEO Lourenco Goncalves.

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. reported an insider-related sale of 3,000,000 common shares executed on February 11, 2026 by a 2025 grantor retained annuity trust associated with Chairman, President & CEO Lourenco Goncalves. The shares were sold in open-market transactions at a weighted average price of $12.4191 per share, with individual trade prices ranging from $12.20 to $12.96. Following the transaction, Goncalves is reported as directly beneficially owning 3,015,486 common shares.

Insights

Equity governance and insider-trading analyst

CEO-associated trust sold 3M Cleveland-Cliffs shares in open-market trades at about $12.42 per share.

The filing shows a 2025 grantor retained annuity trust associated with Lourenco Goncalves, Chairman, President & CEO of Cleveland-Cliffs, sold 3,000,000 common shares on February 11, 2026. The transaction is coded as an open-market or private sale, with a weighted average sale price of $12.4191 per share.

The price range for the multiple trades ran from $12.20 to $12.96 per share, indicating execution across several prints rather than a single block. After these sales by the trust, the filing reports 3,015,486 common shares held as direct beneficial ownership by Goncalves. Future filings may add context on any additional transactions or changes in holdings.

Insider Trade Summary

Net Seller: 3,000,000 shares

Net Sell 2 txns

Insider GONCALVES LOURENCO

Role Chairman, President & CEO

Sold 3,000,000 shs ($37.26M)

Type	Security	Shares	Price	Value
Sale	Common Shares	3,000,000	$12.4191	$37.26M
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 0 shares (Indirect, By 2025 grantor retained annuity trust); Common Shares — 3,015,486 shares (Direct)

Footnotes (1)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.20 to $12.96, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Cleveland-Cliffs (CLF) report for February 11, 2026?

Cleveland-Cliffs reported that a 2025 grantor retained annuity trust associated with CEO Lourenco Goncalves sold 3,000,000 common shares on February 11, 2026. The sale was reported as an open-market or private transaction on a Form 4 filing.

At what price were the 3,000,000 Cleveland-Cliffs (CLF) shares sold?

The 3,000,000 common shares were sold at a weighted average price of $12.4191 per share. Individual trades occurred in multiple transactions, with prices ranging from $12.20 to $12.96, according to the Form 4 footnote disclosure.

Who executed the 3,000,000-share sale reported for Cleveland-Cliffs (CLF)?

The sale was executed by a 2025 grantor retained annuity trust associated with Lourenco Goncalves, Cleveland-Cliffs’ Chairman, President and CEO. The filing classifies the transaction as indirect ownership, reflecting the trust’s role rather than a direct personal holding.

How many Cleveland-Cliffs (CLF) shares does Lourenco Goncalves hold after the reported sale?

After the reported trust sale, Lourenco Goncalves is shown as directly beneficially owning 3,015,486 Cleveland-Cliffs common shares. This figure reflects his direct holdings only and is reported in the Form 4 under post-transaction beneficial ownership.

What does the price range in the Cleveland-Cliffs (CLF) Form 4 footnote mean?

The footnote explains that the $12.4191 figure is a weighted average sale price. The 3,000,000 shares were sold in multiple trades, with individual prices between $12.20 and $12.96, and detailed trade breakdowns are available upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/11/2026 - 06:52 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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)
02/11/2026

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	02/11/2026		S		3,000,000	D	$12.4191(1)	0	I	By 2025 grantor retained annuity trust
Common Shares								3,015,486	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.20 to $12.96, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ James D. Graham by Power of Attorney	02/11/2026
	** 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.