Form 4: Cleveland-Cliffs CEO Sells 3M Shares Under 10b5-1 Plan

Cleveland-Cliffs Inc. Chairman, President & CEO Lourenco Goncalves disposed of 3 million common shares at a weighted average price of $12.4191 under a pre-arranged plan.

Summary

• Lourenco Goncalves, Chairman, President & CEO of Cleveland-Cliffs Inc. (CLF), sold 3,000,000 common shares.
• The transaction occurred on February 11, 2026, and was executed under a Rule 10b5-1 plan.
• The shares were sold at a weighted average price of $12.4191, with individual transaction prices ranging from $12.20 to $12.96.
• This sale was an indirect disposition from a 2025 grantor retained annuity trust, which now holds 0 shares.
• Following this transaction, Goncalves directly beneficially owns 3,015,486 common shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly negative signal. While the sale was executed under a Rule 10b5-1 plan, indicating it was pre-scheduled, the significant volume of shares sold by the CEO is still a notable event that warrants investor attention.

Negatives

• Chairman, President & CEO Lourenco Goncalves sold a significant number of shares (3,000,000) in the company.
• While executed under a Rule 10b5-1 plan, which suggests the sale was pre-scheduled and not based on immediate non-public information, a large disposition by a top executive can still be viewed with caution by the market.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider selling, particularly by a CEO, can sometimes be viewed with caution by the market, even when executed under a 10b5-1 plan, especially in cyclical industries like steel where future demand and pricing are key.

Stakeholder Impact

• Shareholders may interpret the significant insider sale as a negative signal regarding the company's future prospects, potentially leading to downward pressure on the stock price, despite the 10b5-1 plan context.

Key Dates

Recommendation

The sale of 3,000,000 shares by Chairman, President & CEO Lourenco Goncalves, while significant, was conducted under a Rule 10b5-1 plan. This indicates the transaction was pre-scheduled and not based on current, non-public information, which mitigates some of the typical negative implications of insider selling. However, the sheer volume still warrants investor attention. A 'hold' recommendation is appropriate, suggesting investors maintain their current position while monitoring future company performance and market developments.

Keywords

Cleveland-Cliffs, CLF, Insider Sale, Lourenco Goncalves, Form 4, Beneficial Ownership, Common Shares, CEO, Director, 10b5-1 Plan