Cleveland-Cliffs (CLF) EVP Clifford T. Smith details RSU tax share surrender

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. executive Clifford T. Smith, EVP & Chief Operating Officer, reported a Form 4 transaction involving company common shares. On January 5, 2026, he surrendered 19,140 common shares at $13.20 per share, which the footnotes explain was a mandatory share surrender to cover taxes due on the payout of restricted share units. After this transaction, he beneficially owned 760,529 common shares directly and 100,106 common shares indirectly through a grantor retained annuity trust.

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

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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)
01/05/2026

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	01/05/2026		F		19,140(1)	D	$13.2	760,529(2)	D
Common Shares								100,106(2)	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. Reflects the mandatory surrender of shares underlying restricted share units in payment of the related tax liability incurred on January 5, 2026 in connection with payout of the restricted share units.

2. Reflects the exempt change in form of beneficial ownership for 99,894 shares received by the Reporting Person from the grantor retained annuity trust in direct holdings, with 100,106 shares remaining in the grantor retained annuity trust, since the date of the Reporting Person's last filed Form 4.

Remarks:

	/s/ James D. Graham by Power of Attorney	01/07/2026
	** 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.
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FAQ

What insider transaction did CLF executive Clifford T. Smith report on this Form 4?

Clifford T. Smith reported surrendering 19,140 Cleveland-Cliffs common shares on January 5, 2026. The shares were used to pay taxes related to the payout of restricted share units.

What was the price per share for Clifford T. Smith's surrendered Cleveland-Cliffs (CLF) shares?

The 19,140 common shares were surrendered at a price of $13.20 per share, as disclosed in the Form 4.

How many Cleveland-Cliffs shares does Clifford T. Smith own after the reported Form 4 transaction?

Following the transaction, Clifford T. Smith beneficially owned 760,529 common shares directly and 100,106 common shares indirectly through a grantor retained annuity trust.

Why were Cleveland-Cliffs shares surrendered by Clifford T. Smith according to the Form 4 footnotes?

The footnotes state the 19,140 surrendered shares reflect a mandatory surrender of shares underlying restricted share units to pay the related tax liability incurred on January 5, 2026.

What does the grantor retained annuity trust holding Cleveland-Cliffs (CLF) shares represent for Clifford T. Smith?

The Form 4 shows that 100,106 common shares are held indirectly for Clifford T. Smith by a grantor retained annuity trust, indicating indirect beneficial ownership.

Did Clifford T. Smith’s form of ownership change for any Cleveland-Cliffs shares?

A footnote explains there was an exempt change in form of beneficial ownership, with 99,894 shares moving from the grantor retained annuity trust into his direct holdings since his last Form 4, while 100,106 shares remain in the trust.