Cleveland-Cliffs (CLF) director granted 3,012 shares in lieu of cash retainer

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. director reports stock retainer grant

A Cleveland-Cliffs Inc. director reported receiving 3,012 common shares on 01/02/2026. These shares were issued in lieu of cash as payment of the director’s quarterly retainer for the first quarter, based on the director’s election to participate at 100% in the company’s Nonemployee Director Retainer Share Election Program. The shares were valued at $13.28 per share for this transaction.

After this grant, the director beneficially owns 54,242 common shares in direct ownership. The filing is an administrative disclosure of routine equity-based director compensation rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CRONIN JANE M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	3,012	$13.28	$40K

Holdings After Transaction: Common Shares — 54,242 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

CRONIN JANE M.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		3,012(1)	A	$13.28	54,242	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 number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for the first 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 100%.

Remarks:

	/s/ James D. Graham by Power of Attorney	01/06/2026
	** 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 transaction did the Cleveland-Cliffs (CLF) director report on this Form 4?

The director reported receiving 3,012 common shares of Cleveland-Cliffs Inc. on 01/02/2026 as part of their quarterly director retainer, paid in stock instead of cash.

At what price were the Cleveland-Cliffs (CLF) shares valued in the director’s Form 4 grant?

The 3,012 Cleveland-Cliffs Inc. common shares were valued at $13.28 per share for the reported transaction.

How many Cleveland-Cliffs (CLF) shares does the director own after this Form 4 transaction?

Following the reported transaction, the director beneficially owns 54,242 common shares of Cleveland-Cliffs Inc., held in direct ownership.

Why did the Cleveland-Cliffs (CLF) director receive shares instead of cash?

The shares reflect the director’s election to receive their quarterly retainer in stock under the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program, at a 100% participation level.

Is the Cleveland-Cliffs (CLF) Form 4 transaction an open-market purchase or sale?

No. The filing describes an award of 3,012 common shares issued as payment of the director’s quarterly retainer, rather than an open-market purchase or sale.

What is the director’s relationship to Cleveland-Cliffs (CLF) in this Form 4?

The reporting person is identified as a Director of Cleveland-Cliffs Inc. and files individually, as indicated by the box checked for one reporting person.