Cleveland-Cliffs (CLF) CFO reports 18,775-share surrender for RSU taxes

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. executive vice president and chief financial officer Celso L. Jr Goncalves reported a routine share withholding related to equity compensation. On January 5, 2026, he surrendered 18,775 common shares at $13.20 per share to cover tax obligations arising from the payout of restricted share units. After this transaction, he directly held 398,849.613 common shares of Cleveland-Cliffs.

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^*

Goncalves Celso L Jr

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OH 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, CFO

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		18,775(1)	D	$13.2	398,849.613	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 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.

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.
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 (CLF) report for January 5, 2026?

On January 5, 2026, EVP and CFO Celso L. Jr Goncalves reported the surrender of 18,775 common shares of Cleveland-Cliffs Inc. to satisfy tax withholding on vested restricted share units.

Was the Cleveland-Cliffs (CLF) insider transaction a discretionary sale?

No. The filing explains that the 18,775 common shares were mandatorily surrendered to pay the tax liability from the payout of restricted share units, rather than being a discretionary open-market sale.

What price was used for the Cleveland-Cliffs (CLF) share surrender by the CFO?

The 18,775 common shares surrendered on January 5, 2026 were valued at a price of $13.20 per share for tax withholding purposes.

How many Cleveland-Cliffs (CLF) shares does the CFO own after the reported transaction?

Following the January 5, 2026 tax-withholding transaction, EVP and CFO Celso L. Jr Goncalves directly beneficially owned 398,849.613 common shares of Cleveland-Cliffs Inc.

What is the role of the reporting person in this Cleveland-Cliffs (CLF) Form 4?

The reporting person, Celso L. Jr Goncalves, is identified as an officer of Cleveland-Cliffs Inc., serving as EVP, CFO, and he reports this equity compensation-related tax withholding transaction.

Did the Cleveland-Cliffs (CLF) Form 4 involve any derivative securities?

No. The Form 4 transaction disclosed relates to non-derivative common shares. The derivative securities table shows no derivative transactions reported for this date.