GONCALVES LOURENCO 4

What Happened
Miguel R. Goncalves Lourenco, Chairman, President & CEO and a director of Cleveland‑Cliffs (CLF), received two equity awards on February 18, 2026: 650,900 restricted stock units (RSUs) and 650,900 target market stock units (performance units), for a total of 1,301,800 units. Both awards were granted at $0.00 per unit (award/derivative grants); no cash was paid. The RSUs are cash‑settled contingent rights and the performance units are contingent rights to receive common shares subject to performance outcomes.

Key Details

• Transaction date: 2026-02-18; Form 4 filed: 2026-02-20 (timely filing).
• Awards: 650,900 RSUs (cash‑settled) + 650,900 target market stock units (performance‑based). Report shows grant price $0.00 (award).
• Vesting/performance: RSUs generally vest on the third anniversary of the grant (Feb 18, 2029). Performance units cover a three‑year performance period starting Feb 18, 2026 and may be earned at 50%–150% of target based on stock price performance.
• Shares owned after transaction: not disclosed in the Form 4 filing.
• Footnotes: RSUs are cash‑settled (F1/F2); market units convert to shares if earned (F3/F4). Transaction code A = award/grant.

Context
These are compensation awards (derivative grants), not open‑market purchases or sales. Time‑based RSUs and performance units are commonly used to align executive pay with long‑term shareholder value; the ultimate cash or share value will depend on future stock price and vesting/performance outcomes. This type of filing reflects a granted award rather than an immediate buy/sell signal.