Form 4: Cleveland-Cliffs Director Stoliar Boosts Stake

Cleveland-Cliffs Director Gabriel Stoliar acquired 1,506 common shares as part of a retainer program and disposed of 452 shares for tax obligations.

Summary

• Gabriel Stoliar, a Director of Cleveland-Cliffs Inc. (CLF), acquired 1,506 common shares on January 2, 2026, at a price of $13.28 per share.
• This acquisition was in payment of the Director's quarterly retainer for the first quarter, pursuant to an election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program at 50%.
• On the same date, Mr. Stoliar disposed of 452 common shares at $13.28 per share to cover tax liabilities related to participation in the Retainer Election Program.
• Following these transactions, Mr. Stoliar directly beneficially owns 257,299 common shares.
• Additionally, Mr. Stoliar indirectly beneficially owns 29,361 common shares through a personal company.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. A director increasing their direct ownership through an equity compensation program generally signals confidence and aligns interests with shareholders. The disposition for tax purposes is a routine event and does not detract significantly from the overall positive signal of the acquisition.

Positives

• A Director, Gabriel Stoliar, increased direct beneficial ownership of common shares by 1,506 shares through a compensation program, aligning his interests further with shareholders.
• The acquisition of shares as part of a retainer program demonstrates a commitment to receiving compensation in equity, signaling confidence in the company's future performance.

Negatives

• 452 common shares were surrendered to cover tax liabilities, which is a standard practice but results in a reduction of direct beneficial ownership.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is solely an insider transaction report.

Management Comments

• The transaction reflects the Reporting Person's election to participate in the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program at 50%.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. It provides transparency into a director's equity holdings and compensation structure, but does not offer insights into broader industry trends or competitive landscape.

Comparison to Industry Standards

• The practice of non-employee directors electing to receive a portion of their retainer in company stock is a common corporate governance practice across various industries, including the steel and mining sectors where Cleveland-Cliffs operates. This aligns director incentives with shareholder value creation, similar to practices seen at companies like U.S. Steel (X) or Nucor (NUE) where equity compensation is a component of director pay.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in a director's direct equity ownership through a compensation program can be viewed positively, as it further aligns management's interests with shareholder value creation.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to a director's compensation plan and tax obligations. While the acquisition of shares through an equity program is a positive signal of alignment, the overall transaction volume is not substantial enough, nor are the circumstances unusual enough, to warrant a strong 'buy' or 'sell' recommendation. It provides transparency but does not fundamentally alter the investment thesis for Cleveland-Cliffs.

Keywords

Cleveland-Cliffs, CLF, Insider Transaction, Form 4, Director, Share Acquisition, Equity Compensation, Stock Ownership