Form 4: Cleveland-Cliffs Director Boosts Equity Stake Through Retainer Program

Cleveland-Cliffs Inc. Director Gabriel Stoliar increased his direct beneficial ownership by electing to receive common shares for his quarterly retainer, while also surrendering shares for tax obligations.

Summary

• Gabriel Stoliar, a Director of Cleveland-Cliffs Inc. (CLF), participated in the company's Nonemployee Director Retainer Share Election Program.
• On July 1, 2025, Stoliar acquired 2,463 common shares at a price of $8.12 per share as payment for his third-quarter retainer, having elected to participate at 50%.
• Concurrently, 739 common shares were surrendered at $8.12 per share to cover tax liabilities associated with this program.
• Following these transactions, Stoliar's direct beneficial ownership of Cleveland-Cliffs common shares increased to 255,119.
• Additionally, Stoliar holds an indirect beneficial ownership of 29,361 common shares through a personal company.

Sentiment

Score: 7

Explanation: The transaction indicates a director's confidence in the company through increased equity ownership, which is generally positive. It's a routine compensation event, not a major strategic announcement, hence a moderate to positive score.

Positives

• Director Gabriel Stoliar elected to receive 50% of his quarterly retainer in common shares, indicating alignment of interests with shareholders.
• The net increase in direct beneficial ownership by a director suggests confidence in the company's future prospects.

Future Outlook

The transaction date of July 1, 2025, indicates a future event, suggesting the company's Nonemployee Director Retainer Share Election Program is ongoing and directors continue to elect share-based compensation.

Management Comments

• Reflects the number of common shares issued to the Reporting Person in payment of the Reporting Person's quarterly retainer in lieu of cash for the third quarter pursuant to the Reporting Person's election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program.
• The Reporting Person elected to participate in the Retainer Election Program at 50%.
• Surrender of shares in payment of tax liability in connection with the Reporting Person's participation in the Retainer Election Program.

Industry Context

This type of insider transaction, where directors elect to receive equity instead of cash for compensation, is a common practice across various industries. It aligns the interests of the director with those of the shareholders, as the director's personal wealth becomes more directly tied to the company's stock performance. For a steel and mining company like Cleveland-Cliffs, such a move by a director can be seen as a vote of confidence in the long-term stability and growth prospects of the cyclical industry.

Comparison to Industry Standards

• Director stock compensation programs are standard practice in publicly traded companies, including those in the materials and industrial sectors.
• Companies like U.S. Steel (X), Nucor (NUE), and ArcelorMittal (MT) often have similar programs to incentivize long-term commitment and align management interests with shareholder value.
• The election to receive 50% of the retainer in shares is a significant commitment, comparable to practices seen in well-governed companies aiming for strong corporate alignment.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to higher equity ownership. Potentially signals confidence in the company's future.
• Management/Employees: Reinforces the company's commitment to equity-based compensation for directors, which can set a precedent for other executives.

Next Steps

• Continued participation in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program for future quarterly retainers, subject to election.

Key Dates

Recommendation

Keywords

Cleveland-Cliffs, CLF, Gabriel Stoliar, Director, SEC Form 4, Insider Trading, Share Acquisition, Retainer Program, Stock Compensation, Beneficial Ownership