Smith Clifford T 4

What Happened
Clifford T. Smith, Chief Operating Officer of Cleveland‑Cliffs (CLF), was granted two equity awards on February 18, 2026: 198,128 restricted stock units (RSUs) and 198,128 target market (performance) stock units. Both awards are reported as derivative grants at $0.00 on the Form 4 (no immediate cash paid or received). The RSUs are cash‑settled rights tied to the company’s share price; the performance units can convert to up to one common share each depending on performance (see details below).

Key Details

• Transaction date: February 18, 2026; Form 4 filed February 20, 2026 (appears timely—filed within the typical two business‑day window).
• Awards: 198,128 RSUs (cash‑settled) and 198,128 target market stock units (performance‑based). Form shows $0.00 per unit at grant.
• Vesting/payments: RSUs generally vest on the third anniversary of the grant (Feb 18, 2029), subject to award terms. Performance units are earned over a three‑year performance period beginning Feb 18, 2026 and can pay out from 50% to 150% of target based on stock‑price performance.
• Shares owned after transaction: Not specified in the provided excerpt; consult the full Form 4 for post‑transaction holdings.
• Footnotes: F1–F4 explain that RSUs are cash‑settled (contingent cash right), the RSU vesting schedule, that performance units represent contingent rights to receive shares, and the 50%–150% payout range based on three‑year performance.
• Filing timeliness: Filed Feb 20, 2026 for a Feb 18 transaction—appears to comply with the standard two‑business‑day reporting requirement.

Context
These grants are compensatory awards rather than open‑market purchases or sales. RSUs that are cash‑settled will result in a cash payment tied to CLF’s share price at settlement (not issuance of shares), while the performance units may deliver actual shares (or equivalent) depending on achievement of performance metrics and the multiplier (50%–150%). Such awards are common executive compensation tools and do not by themselves indicate an insider buying or selling shares.