Director at Cleveland-Cliffs (NYSE: CLF) takes full Q2 retainer in shares

Rhea-AI Filing Summary

CRONIN JANE M. reported acquisition or exercise transactions in this Form 4 filing.

Cleveland-Cliffs Inc. director Jane M. Cronin received a grant of 4,534 Common Shares, valued at $8.27 per share, as part of her compensation. These shares were issued in payment of her second-quarter quarterly retainer, taken entirely in stock instead of cash under the company’s Nonemployee Director Retainer Share Election Program. Following this award, she directly holds 58,776 Common Shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CRONIN JANE M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	4,534	$8.27	$37K

Holdings After Transaction: Common Shares — 58,776 shares (Direct)

Footnotes (1)

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Key Figures

Shares granted: 4,534 shares Grant price: $8.27 per share Post-transaction holdings: 58,776 shares +2 more

5 metrics

Shares granted 4,534 shares Common Shares issued as Q2 director retainer

Grant price $8.27 per share Value used for the Common Share grant

Post-transaction holdings 58,776 shares Common Shares directly held after the grant

Retainer election level 100% Portion of quarterly retainer taken in shares

Quarter covered Second quarter Retainer period paid via share grant

Key Terms

Nonemployee Director Retainer Share Election Program, quarterly retainer, Grant, award, or other acquisition, Common Shares

4 terms

Nonemployee Director Retainer Share Election Program financial

"pursuant to the Reporting Person's election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program"

quarterly retainer financial

"issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for the second quarter"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Common Shares financial

"Reflects the number of common shares issued to the Reporting Person"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

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^*

CRONIN JANE M.

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OHIO 44114

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A		4,534(1)	A	$8.27	58,776	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 second 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	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Cleveland-Cliffs (CLF) director Jane M. Cronin report on this Form 4?

Jane M. Cronin reported receiving 4,534 Cleveland-Cliffs Common Shares as a grant. The shares were issued as payment of her second-quarter director retainer, taken in stock instead of cash through the Nonemployee Director Retainer Share Election Program.

At what price were the Cleveland-Cliffs (CLF) shares granted to director Jane M. Cronin?

The 4,534 Common Shares granted to Jane M. Cronin were valued at $8.27 per share. This grant represents compensation for her second-quarter director retainer, which she elected to receive entirely in stock rather than in cash.

How many Cleveland-Cliffs (CLF) shares does Jane M. Cronin own after this transaction?

After this grant, Jane M. Cronin directly holds 58,776 Cleveland-Cliffs Common Shares. The increase reflects the 4,534 shares issued as her second-quarter retainer payment, which she chose to receive in stock under the director share election program.

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

The Nonemployee Director Retainer Share Election Program lets directors receive their quarterly retainer in shares instead of cash. In this case, Jane M. Cronin elected to participate at 100%, so her second-quarter retainer was fully paid in Cleveland-Cliffs Common Shares.

Is Jane M. Cronin’s Cleveland-Cliffs (CLF) Form 4 a market purchase or a compensation grant?

This Form 4 reflects a compensation-related grant, not an open-market purchase. The 4,534 Common Shares were issued as payment of Jane M. Cronin’s quarterly director retainer, taken entirely in stock under the company’s Nonemployee Director Retainer Share Election Program.