CLEVELAND-CLIFFS INC. — Director's Dealing 2025

Jan 7, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLEVELAND-CLIFFS INC. (CLF)
CIK: 0000764065
Period of Report: 2025-01-03

Reporting Person: GONCALVES LOURENCO (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-03	Common Shares	F	66662	$9.50	Disposed	2692427	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	0	Indirect
Common Shares	1224517	Indirect
Common Shares	1775483	Indirect

Footnotes

F1: Reflects the mandatory surrender of shares underlying restricted share units in payment of the related tax liability incurred on January 3, 2025 in connection with payout of the restricted share units.

F2: Reflects the exempt change in form of beneficial ownership for 898,800 Issuer common shares received by the Reporting Person from a 2022 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4. These 898,800 Issuer common shares were previously reflected as being held indirectly through the 2022 grantor retained annuity trust.

F3: Reflects the exempt change in form of beneficial ownership for 876,683 Issuer common shares received by the Reporting Person from a 2023 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4. These 876,683 Issuer common shares were previously reflected as being held indirectly through the 2023 grantor retained annuity trust.

F4: Reflects the Reporting Person's exempt contribution of 1,775,483 Issuer common shares to a 2024 grantor retained annuity trust since the date of the Reporting Person's last filed Form 4. These
1,775,483 Issuer common shares, described in footnotes two and three, were previously reflected as being held indirectly through the 2022 grantor retained annuity trust and 2023 grantor retained annuity
trust.