COO of Cleveland-Cliffs (CLF) sells 200,000 shares at $10.46 average

Rhea-AI Filing Summary

CLEVELAND-CLIFFS INC. executive vice president and chief operating officer Clifford T. Smith reported an open-market sale of 200,000 Common Shares on February 17, 2026 at a weighted average price of $10.4604 per share. The sale occurred through multiple transactions at prices ranging from $10.10 to $10.67.

After this sale, Smith directly owned 560,529 Common Shares. He also reported indirect ownership of 100,106 Common Shares held by a grantor retained annuity trust. The filing notes that detailed trade-by-trade pricing within the reported range is available upon request.

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^*

Smith Clifford T

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		S		200,000	D	$10.4604(1)	560,529	D
Common Shares								100,106	I	By grantor retained annuity trust

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 four is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.67, 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, with full information regarding the number of shares sold at each separate price within this range.

Remarks:

	/s/ James D. Graham by Power of Attorney	02/18/2026
	** 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 INC. (CLF) report for Clifford T. Smith?

Clifford T. Smith reported selling 200,000 Common Shares in an open-market transaction. The weighted average sale price was $10.4604 per share on February 17, 2026, with trades executed between $10.10 and $10.67.

What is Clifford T. Smith’s role at CLEVELAND-CLIFFS INC. (CLF)?

Clifford T. Smith serves as executive vice president and chief operating officer. His Form 4 filing reflects insider activity, providing investors with visibility into transactions by a senior operating executive of the company.

How many CLEVELAND-CLIFFS INC. (CLF) shares did Clifford T. Smith own after the sale?

After the reported sale, Clifford T. Smith directly owned 560,529 Common Shares. He also had indirect ownership of 100,106 Common Shares held by a grantor retained annuity trust, according to the filing details.

At what prices were Clifford T. Smith’s CLEVELAND-CLIFFS INC. (CLF) shares sold?

The filing reports a weighted average sale price of $10.4604 per share. Individual trades occurred in multiple transactions at prices ranging from $10.10 to $10.67, with more detailed breakdowns available upon request.

Does Clifford T. Smith have indirect ownership of CLEVELAND-CLIFFS INC. (CLF) shares?

Yes. In addition to his direct holdings, Clifford T. Smith reported indirect ownership of 100,106 Common Shares. These indirectly held shares are owned through a grantor retained annuity trust as disclosed in the transaction information.

What does the Form 4 footnote say about Clifford T. Smith’s CLF share sale prices?

The footnote explains the reported price is a weighted average. Shares were sold in multiple transactions between $10.10 and $10.67, and full information on share counts at each price is available upon request.