Cleveland-Cliffs director receives CLF share retainer

CLEVELAND-CLIFFS INC. director Gabriel Stoliar reported share-based compensation and related tax withholding.

Rhea-AI Filing Summary

CLEVELAND-CLIFFS INC. director Gabriel Stoliar reported share-based compensation and related tax withholding. He received 2,418 Common Shares at $8.27 per share as his quarterly board retainer, electing to take 50% of this retainer in shares instead of cash.

To cover tax obligations tied to this grant, 725 shares were surrendered, leaving him with a net increase in holdings. After these transactions, Stoliar holds 258,992 Common Shares directly and 29,361 Common Shares indirectly through a personal company. These are routine compensation and tax-withholding entries, not open‑market trades.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Stoliar Gabriel

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	2,418	$8.27	$20K
Exercise Price or Tax Liability	Common Shares	725	$8.27	$6K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 258,992 shares (Direct); Common Shares — 29,361 shares (Indirect, By personal company)

Footnotes (2)

1. F1. 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 50%.
2. F2. Surrender of shares in payment of tax liability in connection with the Reporting Person's participation in the Retainer Election Program.

Key Figures

Share grant: 2,418 shares Grant price: $8.27/share Tax-withheld shares: 725 shares +2 more

5 metrics

Share grant 2,418 shares Quarterly retainer paid in Common Shares at $8.27

Grant price $8.27/share Value used for quarterly retainer share issuance

Tax-withheld shares 725 shares Surrendered to cover tax liability on retainer shares

Direct holdings after 258,992 shares Direct Common Share ownership following transactions

Indirect holdings after 29,361 shares Indirect ownership via personal company

Key Terms

Nonemployee Director Retainer Share Election Program, Retainer Election Program, tax liability, quarterly retainer

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"

Retainer Election Program financial

"The Reporting Person elected to participate in the Retainer Election Program at 50%."

tax liability financial

"Surrender of shares in payment of tax liability in connection with the Reporting Person's participation in the Retainer Election Program."

quarterly retainer financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CLF director Gabriel Stoliar report in this Form 4 filing?

Director Gabriel Stoliar reported receiving 2,418 Cleveland-Cliffs Common Shares as part of his quarterly board retainer and surrendering 725 shares for taxes. These are compensation-related and tax-withholding entries, not open-market trades, and reflect routine director compensation mechanics.

How many Cleveland-Cliffs (CLF) shares did Stoliar receive as compensation?

Stoliar received 2,418 Common Shares of Cleveland-Cliffs as payment for his second-quarter director retainer at $8.27 per share. He elected to take 50% of this retainer in stock under the company’s Nonemployee Director Retainer Share Election Program.

Why were 725 CLF shares surrendered in Gabriel Stoliar’s Form 4?

The 725 Cleveland-Cliffs shares were surrendered to satisfy tax liability arising from Stoliar’s share-based retainer. This tax-withholding disposition is a standard mechanism and is not an open-market sale, occurring in connection with his Retainer Election Program participation.

What are Gabriel Stoliar’s CLF share holdings after these transactions?

Following the reported transactions, Stoliar holds 258,992 Cleveland-Cliffs Common Shares directly and 29,361 shares indirectly through a personal company. These totals reflect his updated ownership position after the retainer share grant and related tax-withholding share surrender.

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

The Nonemployee Director Retainer Share Election Program lets directors receive some or all of their quarterly retainers in Cleveland-Cliffs shares instead of cash. Stoliar elected a 50% participation level, causing 2,418 shares to be issued in lieu of part of his cash retainer.

Is Gabriel Stoliar’s Form 4 trading in CLF shares a market signal?

The filing shows a grant of 2,418 shares and a 725-share tax-withholding surrender tied to director compensation, not open-market buying or selling. Such routine, program-based entries typically reflect compensation structure rather than discretionary trading decisions in Cleveland-Cliffs stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:21 PM Learn about SEC filing dates

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^*

Stoliar Gabriel

(Last) (First) (Middle)

200 PUBLIC SQUARE

SUITE 3300

(Street)

CLEVELAND OHIO 44114-2315

(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		2,418(1)	A	$8.27	259,717	D
Common Shares	04/01/2026		F		725(2)	D	$8.27	258,992	D
Common Shares								29,361	I	By personal company

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 50%.

2. Surrender of shares in payment of tax liability in connection with the Reporting Person's participation in the Retainer Election Program.

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)