CLEVELAND-CLIFFS INC.·4

Feb 20, 5:09 PM ET

Floriani Kimberly A 4

4 · CLEVELAND-CLIFFS INC. · Filed Feb 20, 2026

Research Summary

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Cleveland‑Cliffs (CLF) SVP Kimberly Floriani Receives Awards

What Happened Kimberly A. Floriani, Senior Vice President, Controller & CAO of Cleveland‑Cliffs (CLF), was granted two stock‑based awards on February 18, 2026. The filing reports 29,573 restricted stock units (RSUs) and 29,573 target/market performance stock units (PSUs), for a total of 59,146 units. Both grants are reported as awards (transaction code A) with no purchase price ($0.00) at grant; one set is cash‑settled RSUs and the other is performance‑based units that can convert into shares depending on performance.

Key Details

  • Transaction date: February 18, 2026; Form 4 filed February 20, 2026 (timely within the 2‑business‑day window).
  • Awards: 29,573 RSUs (cash‑settled) + 29,573 target market/PSUs (performance‑based); reported price $0.00 (grant).
  • Vesting/performance: RSUs generally vest on the third anniversary (Feb 18, 2029). PSUs have a three‑year performance period from Feb 18, 2026 and can be earned at 50%–150% of target based on stock‑price performance.
  • Shares owned after transaction: Not disclosed in the provided filing excerpt.
  • Transaction code: A (Award/grant); instrument reported as derivative equity awards.
  • Footnotes: F1 = RSUs are cash‑settled rights to a value tied to CLF share price. F2 = RSU vesting on 3rd anniversary. F3 = PSUs are contingent rights to receive common shares. F4 = PSU payout range 50%–150% based on performance.

Context These are standard equity compensation awards to an executive rather than open‑market purchases or sales. The RSUs are cash‑settled (no immediate share issuance), and the PSUs payout depends on multi‑year performance, so their final share/cash value is uncertain until vesting and performance measurement are complete. This filing is informational and does not by itself indicate a buy or sell intent.

Insider Transaction Report

Form 4
Period: 2026-02-18
Floriani Kimberly A
SVP, Controller & CAO
Transactions
  • Award

    Restricted Stock Units

    [F1][F2]
    2026-02-18+29,57329,573 total
    Common Shares (29,573 underlying)
  • Award

    Market Stock Units

    [F3][F4]
    2026-02-18+29,57329,573 total
    Common Shares (29,573 underlying)
Footnotes (4)
  • [F1]Each of the restricted stock units reported in this row represents a contingent right to receive a value in cash relating to the price of the Issuer's common shares.
  • [F2]The restricted stock units generally vest on the third anniversary of the date of grant of February 18, 2026, subject to the other terms of the award.
  • [F3]Each of the target market stock units reported in this row represents a contingent right to receive one Issuer common share.
  • [F4]In general, the target market stock units can be earned from 50% to 150% based on Issuer stock price performance achievement during a three-year performance period starting February 18, 2026, subject to the other terms of the award.
Signature
/s/ James D. Graham by Power of Attorney|2026-02-20

Documents

1 file
  • 4
    wk-form4_1771625352.xmlPrimary

    FORM 4