CLF director gets 1,608 retainer shares at $12.44; 482 withheld

Rhea-AI Filing Summary

Cleveland-Cliffs (CLF) reported a director equity transaction. On 10/01/2025, the director received 1,608 common shares at $12.44 as part of the Nonemployee Director Retainer Share Election Program (50% election), and 482 shares were surrendered at $12.44 to cover taxes. Following these transactions, 256,245 shares were owned directly, with 29,361 shares held indirectly by a personal company.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Stoliar Gabriel

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	1,608	$12.44	$20K
Tax Withholding	Common Shares	482	$12.44	$6K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 256,727 shares (Direct); Common Shares — 29,361 shares (Indirect, By personal company)

Footnotes (1)

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 50%. Surrender of shares in payment of tax liability in connection with the Reporting Person's participation in the Retainer Election Program.

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		1,608(1)	A	$12.44	256,727	D
Common Shares	10/01/2025		F		482(2)	D	$12.44	256,245	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 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 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	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 disclose in this Form 4?

A director received 1,608 common shares at $12.44 for a quarterly retainer election and 482 shares were surrendered at $12.44 to cover taxes.

When did the CLF director transactions occur?

The transactions occurred on 10/01/2025.

How many CLF shares does the director own after the transactions?

Post-transaction holdings were 256,245 shares direct and 29,361 shares indirect via a personal company.

What program governed the share award to the CLF director?

The award was under the Nonemployee Director Retainer Share Election Program with a 50% election.

What does the 'F' transaction code mean here?

It reflects 482 shares surrendered to satisfy tax liability related to the retainer share election.

What was the transaction price used in the Form 4?

Both the award and tax surrender used a price of $12.44 per share.