Goncalves Celso L Jr 4

What Happened

• Celso L. Goncalves Jr., Executive Vice President and Chief Financial Officer of Cleveland‑Cliffs (CLF), received two grants on February 18, 2026: 188,531 restricted stock units (cash‑settled RSUs) and 188,531 target market (performance) stock units. Each grant is shown at $0.00 because they are equity awards, not open‑market purchases or sales. Combined, the awards total 377,062 units.
• These are awards (transaction code A), not purchases or sales. The RSUs are cash‑settled contingent rights; the performance units are contingent on future stock performance and can pay out in shares.

Key Details

• Transaction date: February 18, 2026; Form 4 filed February 20, 2026 (appears timely).
• Award amounts: 188,531 RSUs (cash‑settled) and 188,531 target market/PSU units; total 377,062 units. Reported price: $0.00 (grant).
• Vesting/earnout: RSUs generally vest on the 3rd anniversary (Feb 18, 2029). Performance units are earned 50%–150% based on stock performance over a three‑year performance period starting Feb 18, 2026.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: RSUs represent contingent cash rights (F1–F2). Target market stock units represent contingent rights to receive common shares and pay out based on performance (F3–F4).

Context

• These grants are routine executive equity awards used for retention and incentive pay; they do not represent a market purchase or sale. Performance units' final payout (number of shares) will depend on Cleveland‑Cliffs' stock performance over the three‑year period.