Graham James D 4

What Happened

• Graham James D, EVP, Chief Legal Admin & Secretary of Cleveland‑Cliffs (CLF), received two equity awards on February 18, 2026: 141,991 restricted stock units (RSUs) and 141,991 target market/performance stock units. Each grant was reported as an award (code A) at $0.00 per unit (derivative awards), and the Form 4 was filed on February 20, 2026.
• These are grants, not open‑market purchases or sales, so they represent compensation rather than a direct cash outlay by the insider. RSUs are cash‑settled (value tied to CLF share price); the performance units are rights to receive common shares if performance goals are met.

Key Details

• Transaction date: 2026-02-18; Filing date: 2026-02-20 (filed within the typical 2‑business‑day Form 4 window).
• Reported amounts: 141,991 RSUs (cash‑settled) + 141,991 target/performance stock units.
• Reported price: $0.00 per unit (derivative award — reported as $0 on Form 4).
• Shares/units owned after transaction: Not specified in the filing.
• Notable footnotes:
  • RSUs (F1,F2): Each RSU is a contingent right to receive a cash value tied to CLF’s share price; RSUs generally vest on the third anniversary of the grant (Feb 18, 2029).
  • Performance units / target market stock units (F3,F4): Each represents a contingent right to receive one common share; payout can range from 50% to 150% of target based on three‑year stock‑price performance starting Feb 18, 2026.
• Transaction code: A = Award/Grant. No 10b5‑1, tax‑withholding, or late‑filing flags noted.

Context

• These awards are compensation grants subject to time‑based vesting (RSUs) and performance metrics (performance units). They do not reflect an immediate purchase or sale by the insider and therefore are not a direct signal of buying/selling intentions.
• For performance units, actual shares received at settlement could be higher or lower than the target amount depending on three‑year performance outcomes.