Cleveland-Cliffs (NYSE: CLF) SVP receives RSU and market stock unit awards

Rhea-AI Filing Summary

Floriani Kimberly A reported acquisition or exercise transactions in this Form 4 filing.

CLEVELAND-CLIFFS INC. reported that executive Kimberly A. Floriani, SVP, Controller & CAO, received equity-based awards. She was granted 29,573 restricted stock units, each representing a cash value tied to the company’s share price, generally vesting on the third anniversary of the February 18, 2026 grant date.

She was also granted 29,573 target market stock units, each representing a contingent right to receive one common share. The number of market stock units ultimately earned can range from 50% to 150% of target, based on stock price performance over a three-year period starting February 18, 2026.

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^*

Floriani Kimberly A

(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)
	SVP, Controller & CAO

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)
			Code	V	Amount	(A) or (D)	Price

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
Restricted Stock Units	(1)	02/18/2026		A		29,573		(2)	(2)	Common Shares	29,573	$0	29,573	D
Market Stock Units	(3)	02/18/2026		A		29,573		(4)	(4)	Common Shares	29,573	$0	29,573	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 by Power of Attorney	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).
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FAQ

What did Cleveland-Cliffs (CLF) disclose about Kimberly Floriani’s latest Form 4 filing?

Cleveland-Cliffs disclosed that SVP, Controller & CAO Kimberly A. Floriani received grants of restricted stock units and market stock units. These awards are part of her equity-based compensation and depend on future vesting schedules and stock price performance conditions.

How many restricted stock units did CLF executive Kimberly Floriani receive?

Kimberly A. Floriani received 29,573 restricted stock units. Each unit represents a contingent right to receive a cash value linked to Cleveland-Cliffs’ common share price, generally vesting on the third anniversary of the February 18, 2026 grant date, subject to other award terms.

What are the key terms of Kimberly Floriani’s market stock unit grant at Cleveland-Cliffs (CLF)?

She received 29,573 target market stock units, each representing a contingent right to one Cleveland-Cliffs common share. The final number earned can range from 50% to 150% of target, based on stock price performance over a three-year period starting February 18, 2026.

When do Kimberly Floriani’s restricted stock units at Cleveland-Cliffs vest?

The restricted stock units generally vest on the third anniversary of the February 18, 2026 grant date. Vesting remains subject to the other terms and conditions of the award, which typically include continued service and any additional plan requirements.

How is performance measured for Cleveland-Cliffs’ market stock units granted to Kimberly Floriani?

Performance for the market stock units is measured by stock price performance over a three-year period starting February 18, 2026. Depending on achievement, Kimberly Floriani can earn between 50% and 150% of the target 29,573 units, subject to other award terms.

Do Kimberly Floriani’s restricted stock units at CLF settle in cash or shares?

Each restricted stock unit represents a contingent right to receive a cash value related to Cleveland-Cliffs’ common share price. Unlike the market stock units, these awards are designed to be settled in cash rather than delivering actual company shares upon vesting.