Form 4: Cleveland-Cliffs COO Reports Share Transactions

Cleveland-Cliffs' EVP & COO Clifford T. Smith reported the mandatory surrender of shares for tax liability and an exempt change in beneficial ownership from a grantor retained annuity trust.

Summary

• Clifford T. Smith, EVP & Chief Operating Officer of CLEVELAND-CLIFFS INC. (CLF), filed a Form 4 detailing changes in his beneficial ownership.
• On January 5, 2026, Mr. Smith surrendered 19,140 common shares at a price of $13.2 per share to cover tax liabilities related to the payout of restricted share units.
• Following this transaction, Mr. Smith directly beneficially owns 760,529 common shares.
• An exempt change in beneficial ownership occurred where 99,894 shares were received by Mr. Smith from a grantor retained annuity trust into his direct holdings.
• After these transactions, 100,106 common shares remain indirectly held by Mr. Smith through the grantor retained annuity trust.
• The total beneficial ownership for Mr. Smith after these reported transactions is 860,635 shares (760,529 direct + 100,106 indirect).

Sentiment

Score: 5

Explanation: The filing is a routine compliance report for insider transactions, which typically has a neutral sentiment as it reflects standard executive compensation and ownership management rather than operational performance or strategic shifts.

Positives

• The mandatory surrender of shares for tax liability implies the vesting and payout of restricted share units, which is a positive compensation event for the executive.

Negatives

• A disposition of 19,140 common shares occurred to satisfy tax obligations, reducing the executive's direct shareholdings.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This is a routine insider transaction filing (Form 4) and does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• An exempt change in beneficial ownership involved the transfer of 99,894 shares from a grantor retained annuity trust (GRAT) to the reporting person's direct holdings. The GRAT is considered a related party to the executive.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine insider transaction related to executive compensation and tax obligations, not a market sale or purchase affecting liquidity or share price significantly.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Keywords

Cleveland-Cliffs, CLF, Form 4, Insider Transaction, Beneficial Ownership, Restricted Share Units, Tax Liability, Grantor Retained Annuity Trust, Executive Compensation