Cleveland-Cliffs grants stock units to EVP

Q: How many restricted stock units were granted to the Cleveland-Cliffs (CLF) executive?

The executive was granted 141,991 restricted stock units. Each unit represents a contingent right to receive a cash value based on Cleveland-Cliffs’ common share price, generally vesting on the third anniversary of the February 18, 2026 grant date, subject to award terms.

Q: What are the market stock units granted to the Cleveland-Cliffs (CLF) executive?

The executive received 141,991 target market stock units. Each target market stock unit is a contingent right to receive one Cleveland-Cliffs common share, with actual earned units ranging from 50% to 150% of target based on stock price performance.

Graham James D reported acquisition or exercise transactions in this Form 4 filing.

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Rhea-AI Filing Summary

Graham James D reported acquisition or exercise transactions in this Form 4 filing.

CLEVELAND-CLIFFS INC. executive James D. Graham, EVP Chief Legal Admin & Sec, reported awards of restricted and performance-based stock units. He received 141,991 restricted stock units that track the value of Cleveland-Cliffs common shares in cash and generally vest on the third anniversary of the February 18, 2026 grant date.

He also received 141,991 target market stock units, each representing a contingent right to receive one common share. These target units can be earned from 50% to 150% of the target amount based on stock price performance over a three-year period starting February 18, 2026, subject to the award’s other terms.

Insider Trade Summary

Grant/Award: 283,982 shares

Grant/Award 2 txns

Insider Graham James D

Role EVP Chief Legal Admin & Sec

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	141,991	$0.00	$0.00
Grant/Award	Market Stock Units	141,991	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 141,991 contracts (Direct); Market Stock Units — 141,991 contracts (Direct)

Footnotes (4)

F1. Each of the restricted stock units reported in this row represents a contingent right to receive a value in cash relating to the price of the Issuer's common shares.
F2. The restricted stock units generally vest on the third anniversary of the date of grant of February 18, 2026, subject to the other terms of the award.
F3. Each of the target market stock units reported in this row represents a contingent right to receive one Issuer common share.
F4. In general, the target market stock units can be earned from 50% to 150% based on Issuer stock price performance achievement during a three-year performance period starting February 18, 2026, subject to the other terms of the award.

FAQ

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What did Cleveland-Cliffs (CLF) executive James D. Graham receive in this Form 4 filing?

James D. Graham received grants of restricted and market stock units. The awards include 141,991 restricted stock units settled in cash and 141,991 target market stock units potentially settled in shares, all tied to Cleveland-Cliffs common stock performance and specific vesting and performance conditions.

How many restricted stock units were granted to the Cleveland-Cliffs (CLF) executive?

The executive was granted 141,991 restricted stock units. Each unit represents a contingent right to receive a cash value based on Cleveland-Cliffs’ common share price, generally vesting on the third anniversary of the February 18, 2026 grant date, subject to award terms.

What are the market stock units granted to the Cleveland-Cliffs (CLF) executive?

The executive received 141,991 target market stock units. Each target market stock unit is a contingent right to receive one Cleveland-Cliffs common share, with actual earned units ranging from 50% to 150% of target based on stock price performance.

What performance conditions apply to the Cleveland-Cliffs (CLF) market stock units?

Market stock units are earned based on stock price performance. Over a three-year performance period starting February 18, 2026, the executive can earn between 50% and 150% of the 141,991 target units, depending on Cleveland-Cliffs’ stock price achievement.

When do the Cleveland-Cliffs (CLF) restricted stock units vest for the executive?

The restricted stock units generally vest on the third anniversary of grant. They were granted on February 18, 2026 and typically vest three years later, assuming the other terms and conditions of the award continue to be satisfied during that period.

Are the Cleveland-Cliffs (CLF) restricted stock units paid in shares or cash?

The restricted stock units provide a cash-based value, not direct shares. Each unit gives a contingent right to receive a cash amount linked to the price of Cleveland-Cliffs common shares, rather than delivering actual shares upon vesting.

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Accepted by SEC EDGAR 02/20/2026 - 05:09 PM

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^*

Graham James D

(Last)

(First)

(Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND

44114

(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 Legal Admin & Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/18/2026		A		141,991		⁽²⁾	⁽²⁾	Common Shares	141,991	$0	141,991	D
Market Stock Units	⁽³⁾	02/18/2026		A		141,991		⁽⁴⁾	⁽⁴⁾	Common Shares	141,991	$0	141,991	D

Explanation of Responses:

1. Each of the restricted stock units reported in this row represents a contingent right to receive a value in cash relating to the price of the Issuer's common shares.

2. The restricted stock units generally vest on the third anniversary of the date of grant of February 18, 2026, subject to the other terms of the award.

3. Each of the target market stock units reported in this row represents a contingent right to receive one Issuer common share.

4. In general, the target market stock units can be earned from 50% to 150% based on Issuer stock price performance achievement during a three-year performance period starting February 18, 2026, subject to the other terms of the award.

Remarks:

	/s/ James D. Graham	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR