DEF 14A of Cleveland-Cliffs Inc., Apr 2, 2026

DEF 14A of Cleveland-Cliffs Inc.

Filed Apr 2, 2026 · FY20250000764065-26-000054

Open on EDGAR

  1. (RULE 14a-101)

    | NAME | PRINCIPAL POSITION | SALARY ($) | BONUS ($) | STOCK AWARDS ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | TOTAL ($) | | Lourenco Goncalves | Chairman, President and Chief Executive Officer | 2,201,000 | — | 12,874,374 | — | 3,345,520 | 18,420,894 | | Celso L. Goncalves Jr. | Executive Vice President, Chief Financial Officer | 850,000 | — | 3,728,937 | — | 775,200 | 5,354,137 | | Clifford T. Smith | Executive Vice President, Chief Operating Officer | 893,000 | — | 3,917,585 | — | 814,416 | 5,625,001 | | Keith A. Koci | Executive Vice President & President, Cleveland-Cliffs Services | 738,000 | — | 3,237,591 | — | 673,056 | 4,648,647 | | James D. Graham | Executive Vice President, Chief Legal and Administrative Officer & Secretary | 720,000 | — | 2,807,663 | — | 547,200 | 4,074,863 |

  2. CUMULATIVE VOTING FOR ELECTION OF DIRECTORS

    CUMULATIVE VOTING FOR ELECTION OF DIRECTORS If notice in writing shall be given by any shareholder to the President, an Executive Vice President or the Secretary of the Company, not less than 48 hours before the time fixed for the holding of the 2026 Annual Meeting, that such shareholder desires that the voting for the election of directors shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the 2026 Annual Meeting by the Chairman or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as such shareholder possesses at such election. Under cumulative voting, a shareholder may cast for any one nominee as many votes as shall equal the number of directors to be elected, multiplied by the number of such shareholder's shares. All such votes may be cast for a single nominee or may be distributed among any two or more nominees as such shareholder may desire. If cumulative voting is invoked, and unless contrary instructions are given by a shareholder who signs a proxy, all votes represented by such proxy will be cast in such manner and in accordance with the discretion of the person acting as proxy as will result in the election of as many of the Board’s nominees as is possible.

  3. IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR

    IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly reviews the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Governance Committee considers various potential candidates for director. Applicable considerations include: whether the current composition of the Board is consistent with the criteria described in our Corporate Governance Guidelines; whether the candidate submitted possesses the qualifications that generally are the basis for selection of candidates to the Board; and whether the candidate would be considered independent under the rules of the NYSE and our standards with respect to director independence. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders or other persons. As described above, the Governance Committee considers properly submitted shareholder nominations for candidates for the Board. Following verification of the recommending shareholder’s status, recommendations are considered by the Governance Committee at its next regularly scheduled meeting. Final approval of any candidate is determined by the full Board. The identification and evaluation process described above was followed with respect to Mr. Camara, who was first identified as a director candidate by our CEO.

  4. INSIDER TRADING POLICY

    | DIRECTOR COMPENSATION |

  5. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025 The following table, supported by the accompanying footnotes and the narrative above, sets forth for fiscal year 2025 all compensation earned by the individuals who served as our nonemployee directors at any time during 2025.

  6. DIRECTOR COMPENSATION FOR 2025

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | J.T. Baldwin | 190,000 | 139,995 | — | 329,995 | | R.A. Bloom | 160,000 | 139,995 | — | 299,995 | | E.T. Camara (4) | 21,739 | 62,132 | — | 83,871 | | J.M. Cronin (5) | 160,000 | 182,954 | — | 342,954 | | S.M. Green | 160,000 | 139,995 | — | 299,995 | | R.S. Michael, III | 175,000 | 139,995 | 1,500 | 316,495 | | B. Oren | 160,000 | 139,995 | — | 299,995 | | G. Stoliar | 160,000 | 139,995 | — | 299,995 | | D.C. Taylor | 280,000 | 139,995 | — | 419,995 | | A.M. Yocum | 160,000 | 139,995 | — | 299,995 | | (1)The amounts reported in this column reflect the aggregate cash dollar value of all earnings in 2025 for annual retainer fees and chair retainers. As noted above, during 2025, Ms. Cronin and Messrs. Bloom and Stoliar each elected to take certain portions of these cash amounts in Cliffs shares under our Retainer Share Election Program. (2)The amounts reported in this column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for the nonemployee directors’ restricted share awards granted during 2025, which awards are further described above, and whether or not deferred by the director. The grant date fair value of the nonemployee directors’ restricted share award of 18,567 shares on April 23, 2025 was $7.54 per share (approximately $140,000). Mr. Baldwin elected to defer all of his 2025 restricted share award in the form of deferred shares under the Directors' Plan. As of December 31, 2025, the aggregate number of restricted shares or deferred shares subject to forfeiture held by each nonemployee director was as follows: Mr. Baldwin - 18,567; Mr. Bloom - 18,567; Mr. Camara - 5,633; Ms. Cronin - 23,089; Ms. Green - 18,567; Mr. Michael - 18,567; Mr. Oren - 18,567; Mr. Stoliar - 18,567; Mr. Taylor - 18,567; and Ms. Yocum - 18,567. As of December 31, 2025, the aggregate number of deferred share units allocated to the deferred share account of Mr. Baldwin under the Directors’ Plan was 85,896. (3)The amount in this column reflects matching contributions made to charitable organizations from the Foundation on behalf of the director. (4)Mr. Camara was elected as a director on November 12, 2025, and he received a prorated 2025 restricted share award. (5)Ms. Cronin was elected as a director on January 3, 2025, and she received a prorated 2024 restricted share award. | | | | |

  7. DIRECTOR COMPENSATION FOR 2025

    | PROPOSAL 1 | ELECTION OF DIRECTORS |

  8. DIRECTOR COMPENSATION FOR 2025

    The Board has nominated the following eight individuals to serve until the next Annual Meeting of Shareholders or until their successors shall be elected: Lourenco Goncalves; Ralph S. Michael, III; John T. Baldwin; Ron A. Bloom; Edilson T. Camara; Jane M. Cronin; Ben Oren; and Arlene M. Yocum. All of the director nominees named herein are independent under the NYSE director independence standards, except for Mr. Goncalves. All of the nominees, except for Mr. Camara, were elected by the shareholders at the Annual Meeting of Shareholders held on May 15, 2025. The Board appointed Mr. Camara to the Board on November 12, 2025. Each of the director nominees has consented to his or her name being submitted by Cliffs as a nominee for election as a member of the Board. Each such nominee has further consented to serve as a member of the Board if elected. Should any nominee decline or be unable to accept such nomination to serve as a director, an event that we currently do not anticipate, the persons named as proxies reserve the right, in their discretion, to vote for a lesser number of nominees or for substitute nominees designated by the directors, to the extent consistent with our Regulations. The nominees for election to the Board have diversified professional experience in general management, steel manufacturing and processing, mining, metallurgical engineering, operations, finance and accounting, investment banking, labor, ESG, law, risk management and other fields. Celso Goncalves, our Executive Vice President, Chief Financial Officer, is the son of Lourenco Goncalves, our Chairman, President and CEO and a director nominee. There is no other family relationship among any of our nominees and executive officers. The average age of the director nominees is 64, ranging from ages 46 to 71. The average years of service of the director nominees is 5.1 years, ranging from less than a year to over 11 years of service. Ms. Green and Mr. Stoliar are not standing for re-election at our 2026 Annual Meeting. Mr. Taylor submitted a mandatory conditional resignation from the Board in connection with his professional change in circumstances, which resignation was accepted by the Board with immediate effect on February 22, 2026. In the election of directors, the nominees receiving a plurality vote of the shares will be elected. However, under our Board-adopted majority voting policy contained in our Corporate Governance Guidelines, in an uncontested election, any director nominee that is elected by a plurality vote but fails to receive a majority of votes cast (which excludes abstentions and broker non-votes) is expected to tender his or her resignation, which resignation will be considered by the Governance Committee and the Board. Under Ohio law, shareholders have the right to exercise cumulative voting in the election of directors as described under “Cumulative Voting for Election of Directors” on page 7. If cumulative voting rights are in effect for the election of directors, which we currently do not anticipate to be the case, you may allocate among the director nominees, as you see fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares you hold.

  9. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    DIRECTOR NOMINEE SKILLS AND EXPERIENCE Our eight director nominees embody the knowledge, skills and experience necessary to fulfill the Board’s core duties and responsibilities under our Corporate Governance Guidelines. These focus areas align with our strategic direction and reflect a diversity of skills, experiences and other characteristics that facilitate the Board’s oversight of the Company’s business activities. Among other considerations described in our Corporate Governance Guidelines, the Governance Committee incorporates these factors into its evaluations of current directors’ performance as well as its assessments of prospective candidates’ qualifications for future Board service. While our director nominees for 2026 exemplify the key skills and experience shown below, they also have been selected for their professional integrity, high ethical standards, exceptional judgment and commitment to the Company’s long-term best interests.

  10. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    | DIRECTOR NOMINEE HIGHLIGHTS (including our CEO) | | | | | | Average Tenure 5.1 years | | Two Women (25%) | | 88% Independent | | Average Age 64 | Highly qualified Directors with a diversity of skills and experiences that aligns with our long-term strategy | | | | | | 25% Ethnically Diverse | | Four New Directors in the last two years | |

  11. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    | ☑ | THE BOARD RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED ON THE FOLLOWING PAGES. |

  12. INFORMATION CONCERNING DIRECTOR NOMINEES

    INFORMATION CONCERNING DIRECTOR NOMINEES

  13. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | LOURENCO GONCALVES Age: 68 Director since 2014 Other Current Directorships: American Iron and Steel Institute (since 2014) Former Public Directorships: Ascometal SAS (2011 - 2014) Metals USA Holdings Corp. (2006 - 2013) Metals USA Inc. (2003 - 2006) | Specific qualifications, experience, skills and expertise: ▪More than 40 years of experience in the metals and mining industries ▪Extensive board experience in the United States and abroad | | Chairman of the Board, President and Chief Executive Officer of the Company since August 2014; Chairman, President and Chief Executive Officer of Metals USA Holdings Corp., an American manufacturer and processor of steel and other metals, from May 2006 through April 2013; President, Chief Executive Officer and a director of Metals USA Inc. from February 2003 through April 2006. Prior to Metals USA, Mr. Goncalves served as President and Chief Executive Officer of California Steel Industries, Inc. from March 1998 to February 2003. Mr. Goncalves earned a Bachelor degree in Metallurgical Engineering from the Military Institute of Engineering in Rio de Janeiro, Brazil and a Master of Science degree in Metallurgical Engineering from the Federal University of Minas Gerais in Belo Horizonte, Brazil. Mr. Goncalves is a Distinguished Member and Fellow of the Association for Iron & Steel Technology (AIST). In 2021, Mr. Goncalves was awarded the “Steelmaker of the Year” award by the AIST and the “CEO/Chairperson of the Year” Global Metals Award by S&P Global Platts. | | |

  14. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | RALPH S. MICHAEL, III Age: 71 Lead Director since 2026 (Director since 2020) Other Current Public Directorships: None Former Public Directorships: Arlington Asset Investment Corporation (2006 - 2023) AK Steel Holding Corporation (2007 - 2020) Key Energy Services Inc. (2003 - 2016) FBR & Co. (2006 - 2013) | Specific qualifications, experience, skills and expertise: ▪Provides valuable insights on a variety of board oversight matters, including complex banking and financial issues ▪Experience and knowledge from service on other public company boards, including capital markets and finance matters as a former Audit Committee Chair of Arlington Asset Investment Corporation and Audit Committee member of FBR & Co., as well as energy-related issues as a former Lead Director and Audit Committee Chair of Key Energy Services Inc. ▪Over 17 years of steel-related experience, including as Management Development & Compensation Committee Chair, Finance Committee Chair, and former non-executive Chairman of AK Steel Holding Corporation | | Chairman, Fifth Third Bank, N.A. Greater Cincinnati Region, since 2018. Executive Vice President of Fifth Third Bank, N.A. since 2010. President and Chief Operating Officer of the Ohio Casualty Insurance Company from 2005 until its sale in 2007; Executive Vice President and Manager of West Commercial Banking for U.S. Bank, National Association, and Executive Vice President and Manager of Private Asset Management for U.S. Bank, from 2004 to 2005; President of U.S. Bank Oregon from 2003 to 2005; Executive Vice President and Group Executive of PNC Financial Services Group, with responsibility for PNC Advisors, PNC Capital Markets and PNC Leasing, from 2001 to 2002; Executive Vice President and Chief Executive Officer of PNC Corporate Banking from 1996 to 2001. Mr. Michael received his Bachelor of Arts degree in Economics from Stanford University and his Master of Business Administration degree from the University of California at Los Angeles (UCLA) Graduate School of Management. | | |

  15. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | JOHN T. BALDWIN Age: 69 Director since 2014 Other Current Public Directorships: None Former Public Directorships: Metals USA Holdings Corp. (2006 - 2013) The Genlyte Group Incorporated (2003 - 2008) | Specific qualifications, experience, skills and expertise: ▪Former Audit Committee Chair of Metals USA Holdings Corp. ▪Former Audit Committee Chair of The Genlyte Group Incorporated ▪Retired Chief Financial Officer with over 25 years of increasing financial responsibility ▪Broad experience structuring and negotiating complicated financial transactions | | Former Director and Chair of the Audit Committee of Metals USA Holdings Corp., a provider of a wide range of products and services in the heavy carbon steel, flat-rolled steel, specialty metals and building products markets, from January 2006 to April 2013; Senior Vice President and Chief Financial Officer of Graphic Packaging Corporation from 2003 to 2005. Mr. Baldwin holds a Bachelor of Science degree from the University of Houston and a J.D. from the University of Texas School of Law. | | |

  16. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | RON A. BLOOM Age: 71 Director since 2024 Other Current Public Directorships: None Former Public Directorships: GrafTech International Ltd. (2017 - 2019) | Specific qualifications, experience, skills and expertise: ▪Former Governance and Compensation Committee Chair of GrafTech International Ltd. ▪Extensive mergers, acquisitions and restructuring experience ▪Senior leadership roles with leading financial services firms, labor unions and the U.S. federal government | | Managing Partner and Vice Chair of Brookfield Asset Management Private Equity Group, an investment management firm, since 2016. Mr. Bloom is also a Partner at Commonweal Ventures, a venture capital firm focused on early-stage investments in tech companies, since 2022. He served on the Board of Governors of the United States Postal Service from August 2019 through December 2021 and served as the Board’s Chair during his final year of service. Prior to Mr. Bloom’s current positions, he was Vice Chairman, U.S. Investment Banking, at Lazard from 2012-2016, focused on restructurings and mergers and acquisitions. He previously served as Assistant to the President for Manufacturing Policy where he provided leadership on policy development and strategic planning for the Obama Administration’s agenda to revitalize the manufacturing sector. Before joining the White House, Mr. Bloom served as Senior Advisor to the Secretary of the Treasury from 2009-2011, where he helped lead the reorganizations of both General Motors and Chrysler. He previously served as Special Assistant to the President of the USW from 1996-2009. Mr. Bloom earned his Bachelor degree from Wesleyan University and his Master of Business Administration degree, with Distinction, from the Harvard Business School. | | |

  17. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | EDILSON T. CAMARA Age: 57 Director since 2025 Other Current Public Directorships: None Former Public Directorships: None | Specific qualifications, experience, skills and expertise: ▪Extensive experience in advising board members and C-level executives in the global industrial sector, such as mining and metals. ▪Expertise in recommending development actions, organizational design changes, and other senior talent management and transformation initiatives. | | CEO Emeritus and a Senior Partner in the Industrial Practice Group at Egon Zehnder, a top global executive search and leadership advisory firm. During his tenure as CEO from 2018 to 2024, he led the firm’s operations across 48 countries, with 69 offices and 3,000 employees. Previously, Mr. Camara served as a long-standing member of Egon Zehnder’s Executive Committee and a member of the Finance and People Committees of the firm’s board. Mr. Camara also served as Managing Partner in both Canada and Brazil and as the global leader of the Mining & Metals practice during his tenure at the firm. Mr. Camara joined Egon Zehnder in 1999, where his experience has been focused on natural resources and basic materials industries in North America, Latin America and globally. He earned his Bachelor degree in Economics from the Federal University of Rio de Janeiro and his Master of Business Administration degree from the International Institute for Management Development in Lausanne, Switzerland. | | |

  18. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | JANE M. CRONIN Age: 58 Director since 2025 Other Current Public Directorships: Transdigm Group Inc. (since 2021) Former Public Directorships: None | Specific qualifications, experience, skills and expertise: ▪Serves on the Audit Committee and the Nominating and Corporate Governance Committee at Transdigm Group Inc. ▪Brings valuable insight with her longstanding experience with accounting and financial matters at a large public company in the manufacturing industry ▪Extensive experience in leadership, strategy, finance, and acquisition and integration | | Former Senior Vice President – Finance of The Sherwin-Williams Company, a global manufacturer, developer, distributor and seller of paint, coatings and related products, from January 2025 to March 2026. From 2016 through 2024, Ms. Cronin served as Senior Vice President – Enterprise Finance of The Sherwin-Williams Company. Prior to that, beginning in 1989, Ms. Cronin held roles of increasing responsibility at The Sherwin-Williams Company, including Senior Vice President – Corporate Controller, Vice President – Internal Audit and Loss Prevention, and Vice President – Controller Diversified Brands division. Ms. Cronin holds a Bachelor of Science in Accountancy from Miami University in Oxford, Ohio. | | |

  19. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | BEN OREN Age: 46 Director since 2024 Other Current Public Directorships: None Former Public Directorships: None | Specific qualifications, experience, skills and expertise: ▪Vast experience in the investment banking and finance industries ▪Broad and keen understanding of complex financial, accounting and treasury matters ▪Metals and mining capital markets expertise | | Executive Vice President and Treasurer of Liberty Media Corporation and Liberty Broadband Corporation, each a public company with ownership of a respective portfolio of interests in the media, telecommunications and entertainment industries, each since August 2020. He also serves as Executive Vice President and Treasurer of GCI Liberty Inc. and Liberty Live Group, each a public company with ownership of a respective portfolio of interests in the media, telecommunications and entertainment industries, since October 2025 and December 2025, respectively. He previously served as Executive Vice President and Treasurer of Liberty Trip Advisor Corporation and Qurate Retail Inc., each a public company with ownership of a respective portfolio of interests in the media, telecommunications and entertainment industries, from August 2020 until January 2025 and March 2025, respectively. Mr. Oren spent the previous twenty years in various investment banking roles. From 2011 to 2020, Mr. Oren was a Managing Director with Credit Suisse, a global investment bank and financial services firm, where he advised companies across multiple sectors including Metals and Mining Companies on a broad set of capital markets transactions. At Credit Suisse, Mr. Oren was a member of the Investment Banking Committee, Corporate Insights Advisory Counsel, Capital Markets Innovation Counsel, and Americas Head of Liability Management. Mr. Oren holds a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania. | | |

  20. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | ARLENE M. YOCUM Age: 68 Director since 2020 Other Current Public Directorships: None Former Public Directorships: AK Steel Holding Corporation (2017 - 2020) Hamilton Lane Alliance Holdings I, Inc. (2020 - 2022) Key Energy Services Inc. (2007 - 2016) | Specific qualifications, experience, skills and expertise: ▪Possesses extensive business and management experience, drawing from a distinguished career in the financial services industry and from prior service on other public company boards ▪Former Chair of the Audit Committee of Hamilton Lane Alliance Holdings I, Inc.; former member of the Audit Committee and the Management Development & Compensation Committee of AK Steel Holding Corporation; and former Chair of the Audit Committee of Key Energy Services Inc. | | Former Executive Vice President and Managing Executive of PNC Bank's Asset Management, from 2003 to 2016. Ms. Yocum held key leadership roles in PNC's investment management and wealth management businesses, including P&L responsibility for several business units and strategic planning roles. Ms. Yocum's experience also includes regulatory, risk management and compliance matters. Since 2019, Ms. Yocum serves on the board of Glenmede Trust Company, NA, where she is Chair of the Audit Committee and a member of the Nominating and Relationship Oversight Committees. She serves on the board of AAA Club Alliance, a nonprofit organization, since 2023, where she is a member of the Audit Committee and the Compensation, Nominating & Governance Committee. Since 2025, she also serves on the board of CSAA Insurance Group and is a member of the Audit and the Compensation & Human Capital Committees. Ms. Yocum received her Bachelor of Arts degree in Economics and Political Science from Dickinson College and her J.D. from Villanova School of Law. | | |

  21. INFORMATION CONCERNING DIRECTOR NOMINEES

    | OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY |

  22. INFORMATION CONCERNING DIRECTOR NOMINEES

    The following table sets forth the amount and percent of our common shares that, as of March 16, 2026 (except as otherwise indicated), are deemed under the rules of the SEC to be “beneficially owned” by each of our current directors, our CEO, CFO and the other NEOs as identified in the SCT, individually, and collectively by each of our current directors and executive officers as a group, and by any person or “group” (as the term is used in the Securities Exchange Act of 1934 (the “Exchange Act”)) known to us to be a “beneficial owner” as of that date of more than five percent of our outstanding common shares. None of our common shares owned by our current directors or executive officers are pledged as security.

  23. INFORMATION CONCERNING DIRECTOR NOMINEES

    | NAME OF BENEFICIAL OWNER | AMOUNT AND NATURE OF “BENEFICIAL OWNERSHIP” (1) | | | | | | | | BENEFICIAL OWNERSHIP | INVESTMENT POWER | | VOTING POWER | | PERCENT OF CLASS (2) | | | | SOLE | SHARED | SOLE | SHARED | | | Directors | | | | | | | | John T. Baldwin | 133,227 | 133,227 | — | 133,227 | — | — | | Ron A. Bloom | 102,937 | 102,937 | — | 102,937 | — | — | | Edilson T. Camara | 41,983 | 41,983 | — | 41,983 | — | — | | Jane M. Cronin | 54,242 | 54,242 | — | 54,242 | — | — | | Susan M. Green | 116,726 | 116,726 | — | 116,726 | — | — | | Ralph S. Michael, III | 218,086 | 218,086 | — | 218,086 | — | — | | Ben Oren | 32,734 | 32,734 | — | 32,734 | — | — | | Gabriel Stoliar | 286,660 | 286,660 | — | 286,660 | — | — | | Arlene M. Yocum | 121,133 | 121,133 | — | 121,133 | — | — | | Named Executive Officers | | | | | | | | Lourenco Goncalves | 2,378,347 | 2,378,347 | — | 2,378,347 | — | — | | Celso L. Goncalves Jr. | 214,309 | 214,309 | — | 214,309 | — | — | | Clifford T. Smith | 466,758 | 466,758 | — | 466,758 | — | — | | Keith A. Koci | 367,303 | 367,303 | — | 367,303 | — | — | | James D. Graham | 339,309 | 339,309 | — | 339,309 | — | — | | All Current Directors and Executive Officers as a group (16 Persons) | 5,411,439 | 5,411,439 | — | 5,411,439 | — | — | | Other Persons | | | | | | | | BlackRock, Inc. (3) 50 Hudson Yards New York, NY 10001 | 44,103,832 | 44,103,832 | — | 43,104,639 | — | 7.73 | | (1)Under SEC rules, “beneficial ownership” includes having or sharing with others the power to vote or direct the investment of securities. Accordingly, a person having or sharing the power to vote or direct the investment of securities is deemed to “beneficially own” the securities even if he or she has no right to receive any part of the dividends on or the proceeds from the sale of the securities. Also, because “beneficial ownership” extends to persons, such as co-trustees under a trust, who share power to vote or control the disposition of the securities, the very same securities may be deemed “beneficially owned” by two or more persons shown in the table. Information with respect to “beneficial ownership” shown in the table above is based upon information supplied by our directors and executive officers and filings made with the SEC or furnished to us by shareholders. (2)Less than one percent, except as otherwise indicated. (3)BlackRock, Inc. reported its ownership on Amendment No. 5 to Schedule 13G filed with the SEC on April 17, 2025. | | | | | | |

  24. INFORMATION CONCERNING DIRECTOR NOMINEES

    | EQUITY COMPENSATION PLAN INFORMATION |

  25. EXECUTIVE COMPENSATION PROGRAM

    | | FORM OF PAYMENT | PERFORMANCE PERIOD | PERFORMANCE CRITERIA | HOW IT’S PAID | MORE INFORMATION | | Base Salary | Cash | Ongoing | Alignment of salary with performance is evaluated on an annual basis | Pay checks distributed two times per month | Page 37 | | Annual Incentive | Cash | One year | Performance scorecard with performance standards that are related to our financial metrics, strategic initiatives and safety | Single cash payment in February 2026 for the 2025 plan year | Page 37 | | Long-Term Incentive | 34% Performance Cash | Three-year cliff vesting | Relative Total Shareholder Return (“TSR”) share price performance measured against the share price performance of the comparator group | Granted in February 2025; vest in December 2027 with the potential funding from 0%-200% of the target grant depending on the level of performance attained | Page 40 | | | 33% Performance Shares | | | | | | | 33% Restricted Stock Units | Three-year cliff vesting | Time-based restricted stock units, subject to continued employment with the Company | Granted in February 2025; vest in December 2027 | Page 40 |

  26. EXECUTIVE COMPENSATION PROGRAM

    The Compensation Committee designed our executive compensation program to help attract, motivate, reward and retain high-performing executives. Consistent with prior years, the goal was to align pay with Cliffs’ performance in the short term, through variable cash compensation based on measures of financial performance and operational and strategic excellence, as well as over the long term, through stock-based and cash-based incentives. Our compensation philosophy was to place a significant portion of compensation at risk based on our performance and increase the portion of compensation that is at risk as the responsibility level of the individual increases, consistent with market practices. Our guiding compensation principles, as established by the Compensation Committee for 2025, were as follows: •Align short-term and long-term incentives with results delivered to shareholders; •Be transparent, helping to ensure that executives and shareholders understand our executive compensation program, including the objectives, mechanics, and compensation levels and opportunities provided; •Design incentive plans that focus on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative TSR, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety); •Set difficult or “stretch” financial targets relative to expectations and closely scrutinize strategic objectives; •Provide competitive compensation elements over the short term (base salary) and long term (equity and retirement benefits) to encourage long-term retention of our key executives; and •Continue to structure executive programs as in prior years to align with corporate governance best practices (such as not providing “gross-ups” related to change in control payments, using “double-trigger” vesting in connection with a change in control for equity awards, using Share Ownership Guidelines, and maintaining and operating a NYSE-compliant clawback policy related to incentive compensation for our executive officers).

  27. PAY FOR PERFORMANCE COMPENSATION MIX

    | Fixed | BASE SALARY | | | | ✓ | Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent and provide stable income to reward fulfilling day-to-day responsibilities | | At Risk | ANNUAL INCENTIVE | | | | ✓ | Motivate and reward executives for performance on key strategic, operational and financial measures during the year | | | LONG-TERM INCENTIVE | | | | ✓ | Motivate and reward executives for achievement on a key long-term performance metric | | | ✓ | Align the interests of executives with long-term shareholder value | | | ✓ | Retain executives |

  28. COMPENSATION GOVERNANCE BEST PRACTICES

    | BEST PRACTICES | | | ✓ | Set rigorous, objective incentive award metrics that are directly tied to Company performance | | ✓ | Reserve Compensation Committee discretion to reduce incentive payouts when outcomes do not align with the shareholder experience | | ✓ | Provide a significant proportion of NEO compensation in the form of performance-based awards | | ✓ | Include caps on individual payouts under incentive plans | | ✓ | Use double-trigger vesting for long-term equity awards in connection with a change in control | | ✓ | Maintain and operate a NYSE-compliant incentive compensation clawback policy for executive officers | | ✓ | Establish and enforce robust Share Ownership Guidelines for NEOs | | ✓ | Regularly engage with shareholders on executive compensation and governance matters | | ✓ | Conduct an annual advisory Say-on-Pay vote | | ✓ | Conduct annual compensation-related risk assessments | | ✓ | Maintain an insider trading policy that prohibits officers from engaging in speculative trading activities involving Company securities, including short selling, hedging and pledging | | ✓ | Retain an independent executive compensation consultant to advise the Compensation Committee, which is composed entirely of independent directors | | ✓ | Do not permit highly-leveraged incentive plans that could encourage excessive risk-taking | | ✓ | Do not provide employment agreements for executive officers | | ✓ | Do not permit repricing or backdating of stock options without shareholder approval | | ✓ | Do not provide tax gross-ups on change in control payments, including excise taxes or cash paid in lieu of health and welfare benefits | | ✓ | Do not provide service credits for prior employment under the Supplemental Executive Retirement Plan (“SERP”) |

  29. Review of Employment and Severance Plans; Assistance in Succession Planning; Review of Candidates

    Review of Employment and Severance Plans; Assistance in Succession Planning; Review of Candidates •Review and recommend executive officer candidates and their employment offers to the Board for consideration and election; •Review and approve severance or retention plans and any severance or other termination payments proposed to be made to executive officers; and •Assist the Board with respect to management development and succession planning.

  30. THE ROLE OF EXECUTIVE MANAGEMENT

    THE ROLE OF EXECUTIVE MANAGEMENT The following describes the role of the executive officers in 2025 in the compensation process: •Proposed performance measures and levels for our annual and long-term incentive programs after reviewing our operational forecasts, key economic indicators affecting our businesses, historical performance, recent trends and our business strategy; •Proposed performance measures that they believed to be most important and meaningful to the achievement of our strategic goals; •Proposed what they believed to be the appropriate weighting for each factor in the calculation of overall incentive awards and threshold, target and maximum payout levels appropriate for each of the performance measures we chose; and •Proposed payout levels for incentive awards based on our actual achievement of the implemented performance measures. The Compensation Committee, with the advice of its independent executive compensation consultant described below, reviews the proposed performance measures and weightings each December. During meetings in January and February of the subsequent year, the Compensation Committee reviews and approves threshold, target and maximum payout levels and makes the final determination of what performance measures, weightings and payout levels will be used for each type of incentive award. The Compensation Committee often directs members of management to work with its independent executive compensation consultant to provide information and otherwise assist with the consultant’s analyses. However, the Compensation Committee does not delegate any of its decision-making authority regarding these matters to executive officers or other members of management. During meetings in January and February of the subsequent year, the Compensation Committee, based on the input from executive management, reviews and determines the payout levels for incentive program awards based on our actual achievement against the implemented performance measures and goals.

  31. THE ROLE OF THE EXECUTIVE COMPENSATION CONSULTANT

    THE ROLE OF THE EXECUTIVE COMPENSATION CONSULTANT The Compensation Committee initially engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent executive compensation consultant in 2014 and reviews the engagement on an annual basis. The executive compensation consultant reports directly to the Compensation Committee on all work assignments from the Compensation Committee. The Compensation Committee retains the executive compensation consultant directly, although in carrying out its assignments, the executive compensation consultant also interacts with management when necessary and appropriate. Specifically, members of management interact with the consultant to provide compensation and performance data for individual executives and the Company. In addition, the executive compensation consultant, in its discretion, seeks input and feedback from our CEO and other members of management regarding its work product prior to presenting such work product to the Compensation Committee to confirm the work product’s alignment with our business strategy, determine what additional data needs to be gathered or identify other issues. The executive compensation consultant's work for the Compensation Committee with respect to 2025 compensation matters included: •Commenting on the competitiveness of our executive compensation program; •Advising on compensation program design and structure; •Reviewing the relationship between executive compensation and Company performance; •Assisting in the preparation of our proxy statement, including the Pay Versus Performance disclosure; •Conducting the annual risk assessment to confirm that metrics and initiatives are appropriate to drive high performance without encouraging undue risk-taking; •Verifying the compensation comparator group remains suitable to use to assess the appropriateness and competitiveness of our executive compensation program; •Preparing comparative compensation information regarding executive compensation, including evaluating the compensation of our comparator group (discussed below); and •Assisting in determining the impact of the Accounting Restatement, as further discussed in the “Recovery of Erroneously-Awarded Compensation” section below.

  32. THE INDEPENDENCE OF THE EXECUTIVE COMPENSATION CONSULTANT

    THE INDEPENDENCE OF THE EXECUTIVE COMPENSATION CONSULTANT With respect to Pearl Meyer, the Compensation Committee considers that the executive compensation consultant is independent and does not have a conflict of interest in its engagement by the Compensation Committee or with respect to its work. In reaching this conclusion, the Compensation Committee considered in particular the following factors confirmed to the Compensation Committee by the executive compensation consultant: •The executive compensation consultant provides no other services to the Company (it provides only executive and director compensation advisory services to the Compensation Committee and Governance Committee, respectively); •The executive compensation consultant maintains a conflicts policy to prevent a conflict of interest or other independence issues; •None of the individuals on the executive compensation consultant's team assigned to the engagement has any business or personal relationship with members of the Compensation Committee outside of the engagement; •Neither the individuals on the executive compensation consultant's team assigned to the engagement, nor to our knowledge the executive compensation firm, has any business or personal relationship with any of our executive officers outside of the engagement; •None of the individuals on the executive compensation consultant's team assigned to the engagement maintains any direct individual position in our shares; •The executive compensation consultant has regular discussions with only the members of the Compensation Committee (or select members of the Compensation Committee) present and when it interacts with management, it is at the Compensation Committee chair’s request and/or with the chair’s knowledge and approval; •None of the individuals on the executive compensation consultant’s team assigned to the engagement has provided any gifts, benefits or donations to us, nor have they received any gifts, benefits or donations from us; and •The executive compensation consultant is bound by strict confidentiality and information sharing protocols.

  33. COMPENSATION COMPARATOR GROUP REVIEW

    COMPENSATION COMPARATOR GROUP REVIEW When making decisions regarding the compensation of our NEOs, the Compensation Committee considers information from a variety of sources and survey data, as well as detailed proxy analysis of the executive compensation among the members of our comparator group. The Compensation Committee, with assistance from Pearl Meyer, periodically evaluates the structure of the comparator group based upon the Company's business profile. Pearl Meyer, at the direction of our Compensation Committee, utilized a wide range of industries and financial criteria to select publicly-traded companies with comparable pay models, revenues and company market capitalization values. In 2025, the Compensation Committee reviewed the compensation comparator group and determined that no changes be made to the compensation comparator group. Below is a chart that details the process used to determine the 2025 compensation comparator group and the 17 companies:

  34. COMPENSATION COMPARATOR GROUP REVIEW

    | PROCESS FOR DETERMINING COMPENSATION COMPARATOR GROUP | | | | Industry: U.S. publicly-traded companies on major exchange and in similar industry | | | | •• | | | | Similar Scale: Revenue approximately 0.70 to 2.0 times that of Cliffs | | | | •• | | | | Business Fit: Direct business and labor market competitors | | | | •• | | | | COMPENSATION COMPARATOR GROUP | | | | Alcoa Corporation | Johnson Controls International | Reliance Inc. | | Cummins Inc. | LyondellBasell Industries N.V. | Stanley Black & Decker, Inc. | | DuPont de Nemours, Inc. | Nucor Corporation | Steel Dynamics, Inc. | | Freeport-McMoRan Inc. | PACCAR Inc. | Trane Technologies | | Illinois Tool Works Inc. | Parker-Hannifin Corporation | United States Steel Corporation1 | | International Paper Company | PPG Industries, Inc. | | | (1)United States Steel Corporation was acquired in June 2025 and will be removed from future comparator groups. | | |

  35. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    ANNUAL INCENTIVE PROGRAM (EMPI PLAN) Our EMPI Plan provides an opportunity for our NEOs to earn an annual cash incentive based on our financial and strategic performance relative to business plans and thereby align actual pay results with the short-term business performance of the Company. Target annual incentives generally are positioned at or above market median. Therefore, when combined with salaries generally at median, the total target cash compensation opportunity for our NEOs generally is positioned at or above market median on average, which approach is needed to attract and retain talent in a competitive job market. The positioning of individual NEOs may vary from this general target based on the factors described above. The EMPI Plan award payout is calculated as follows:

  36. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    | Base Salary ($)X | Target Award Level (%)X | 2025 Funding (%) | = | EMPI Award ($) |

  37. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    2025 EMPI Plan Award Opportunities. In February 2025, the Compensation Committee established threshold, target and maximum EMPI Plan award opportunities, expressed as a percentage of base salary, for each NEO. There were no changes in award opportunities for the NEOs compared to those in effect for 2024. Actual incentive payouts below maximum funding levels were determined under a weighted scoring system, with the scoring of each performance metric expressed as a percentage of the maximum payout, subject to Compensation Committee negative discretion. EMPI Plan award opportunities (expressed as a percentage of the base salary) for the NEOs were as follows:

  38. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    | | 2025 BASE SALARY ($) | THRESHOLD (%) | TARGET (%) | MAXIMUM (%) | | Goncalves | 2,201,000 | 100 | 200 | 400 | | C. Goncalves | 850,000 | 60 | 120 | 240 | | Smith | 893,000 | 60 | 120 | 240 | | Koci | 738,000 | 60 | 120 | 240 | | Graham | 720,000 | 50 | 100 | 200 |

  39. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    2025 EMPI Plan Performance Measures. The EMPI Plan uses a performance scorecard with performance standards that are related to our financial metrics, strategic initiatives and safety. The annual incentive program is based 50% on financial performance, 40% on strategic initiatives and 10% on a safety scorecard (the “Safety Scorecard”) evaluation. Cliffs believes that a significant portion of our NEOs’ potential compensation should be dependent on our business results as well as our NEOs’ successful leadership. 2025 EMPI Plan Target Setting and 2025 Results. Performance targets and ranges under the EMPI Plan were established and approved by the Compensation Committee in the first quarter of 2025, taking into consideration management's financial plans and business strategy for that year, as well as market expectations. The financial performance measure of Adjusted EBITDA and the Safety Scorecard measure were assigned a minimum threshold level, a target level and a maximum level, representing attainment of 25%, 50% and 100%, respectively, of the EMPI Plan maximum award opportunities associated with those elements. For performance below the minimum threshold performance requirement for each such metric, funding would be zero percent for that factor. The Compensation Committee maintains the discretion to reduce or increase the size of any annual award or payout. For 2025, the Compensation Committee made the following determinations regarding the annual incentive metrics:

  40. •Adjusted EBITDA (50%)

    •Adjusted EBITDA (50%) ◦The Compensation Committee continued to utilize Adjusted EBITDA as a financial performance metric. Refer to Annex A to this proxy statement for further details regarding our Adjusted EBITDA. The Compensation Committee believes that Adjusted EBITDA provides the most accurate measure of our ongoing core operating results and is the most accurate reflection of our Company’s financial performance. It also allows the Compensation Committee to more fully assess the Company’s productivity and efficiency, as well as to evaluate comparative results period over period. The Compensation Committee chose this metric because it keeps management focused on sustaining and improving the Company’s underlying business value each year. Given the importance of this financial metric, the Compensation Committee continued to believe that 50% of the annual incentive should be tied to Adjusted EBITDA. ◦We reported actual 2025 Adjusted EBITDA of $37 million. Performance was below threshold resulting in a 0% payout for this metric. A reconciliation of Adjusted EBITDA to net income can be found in Annex A to this proxy statement.

  41. •Safety Scorecard (10%)

    •Safety Scorecard (10%) ◦The health and safety of our employees and contractors remains a cornerstone of the sustainability of our Company, and we take pride in fostering a compliance culture that strives to meet or exceed all applicable regulatory requirements. As such, the Compensation Committee again chose to integrate the Safety Scorecard into the annual incentive program to keep management focused on ensuring the safety and well-being of our employees and contractors. ◦The Safety Scorecard measures our TRIR. The formula for calculating TRIR is total number of recordable cases, multiplied by 200,000, divided by total hours worked by all employees during the year covered. TRIR is generally considered an excellent performance indicator of the Company’s safety culture, as it represents the number of injuries per hours worked. Furthermore, although TRIR is a lagging indicator, its primary value as a metric is to evaluate and quantify the Company’s safety performance. The Compensation Committee determined that the Safety Scorecard should be a significant part of the annual incentive program, but not the primary driver, so the Compensation Committee again set the weighting for the Safety Scorecard at 10% of the annual incentive. The Safety Scorecard measured TRIR based on a target of achieving a 5% improvement in performance over 2024 TRIR results. The Compensation Committee sets goals for the Safety Scorecard each year based on the previous year's results. ◦The Company’s outstanding safety performance in 2025 resulted in a 200% payout for this metric.

  42. •Strategic Initiatives (40%)

    •Strategic Initiatives (40%) ◦Each year the Compensation Committee reviews our strategy and develops related qualitative initiatives as additional measures for the annual incentive compensation program. Qualitative, business plan-driven strategic initiatives are an important part of growing our long-term value. Our extensive operational footprint and large employee population mean that our business depends on more than simply meeting financial targets each year. Accordingly, we also require our executives to focus on advancing and completing specific projects and initiatives related to our long-term growth and sustainability. ◦For 2025, the Compensation Committee again set the weighting of strategic initiatives at 40% of the annual incentive in order to emphasize the importance of these metrics. ◦The Compensation Committee determined that the 2025 delivery of strategic initiatives exceeded the established target, resulting in a 140% payout for this measure.

  43. 2025 EMPI Payout Results

    2025 EMPI Payout Results •In summary, the respective weightings and funding results for Adjusted EBITDA, Safety Scorecard and Strategic Initiatives were as follows:

  44. 2025 EMPI Payout Results

    | 2025 EMPI Plan | | | | | | | | EMPI PLAN PERFORMANCE METRIC | THRESHOLD 50% | TARGET 100% | MAXIMUM 200% | WEIGHTING (%) | 2025 ACTUAL | 2025 FUNDING (%) | | Adjusted EBITDA ($ in millions) (1) | $700 | $1,000 | $1,300 | 50.0 | $37 | — | | Safety Scorecard | 3.5% | 5.0% | 6.5% | 10.0 | 11.1% | 20.0 | | Strategic Initiatives: | — | — | — | 40.0 | 140.0% | 56.0 | | ▪Optimize operating footprint based on raw material needs and capital requirements | | | | | | | | ▪Achieve run-rate synergy target from the Stelco acquisition by end of 2025 | | | | | | | | ▪Advance government-funded strategic projects | | | | | | | | ▪Commission new Bright Anneal Line at Coshocton | | | | | | | | ▪Improve balance sheet flexibility post-Stelco acquisition | | | | | | | | ▪Complete partnership agreement for Weirton transformer plant and maintain pace for 2026 facility commissioning | | | | | | | | ▪Any other initiatives the Compensation Committee deems significant to advancing the Company | | | | | | | | | | | Total | 100.0 | | 76.0 | | (1)See Annex A to this proxy statement for an explanation of our non-GAAP financial measure, Adjusted EBITDA. | | | | | | |

  45. 2025 EMPI Payout Results

    •The Compensation Committee provided the following assessment for Adjusted EBITDA: ◦Our Adjusted EBITDA performance for 2025 was below threshold, resulting in no payout for this metric. •The Compensation Committee provided the following assessment of the Safety Scorecard: ◦Our health and safety performance for 2025, which demonstrates the focus by our hourly and salaried employees on safe production, significantly exceeded the maximum EMPI goal, with a more than 11% improvement in our TRIR. Accordingly, the Compensation Committee approved a 200% payout for this metric. •The Compensation Committee provided the following assessment for Strategic Initiatives:

  46. 2025 EMPI Payout Results

    | 2025 EMPI Plan Strategic Initiatives | | Optimize operating footprint based on raw material needs and capital requirements. During 2025, we made the decision to fully or partially idle or permanently close six of our operations due to underperformance or to align our raw material needs with expected production. These changes allowed us to streamline our operations, enhance efficiency and improve our cost structure, with minimal impact to our flat-rolled steel output. | | Achieve run-rate synergy target from the Stelco acquisition by end of 2025. Upon completion of the Stelco acquisition, we identified $120 million in potential annual synergies. The identified synergies included asset and capital expenditure optimization, procurement savings, reduced selling, general and administrative expenses, duplicative public company costs and other opportunities. By the end of 2025, we exceeded the run-rate synergy target of $120 million. | | Advance government-funded strategic projects. Throughout 2025, we continued negotiations with the DOE to pursue government-funded strategic projects. We made significant progress in our conversations with the DOE throughout the year, and our Butler project to replace natural gas furnaces with electric induction furnaces for high-temperature reheating of grain oriented electrical steel remains on track for completion by 2029. Additionally, we are working with the DOE to finalize the scope of a potential project at our Middletown facility. The Middletown project involves investment in advanced, energy and GHG-efficient iron making to support continued production of high-quality, automotive-grade steel by Middletown. | | Commission new Bright Anneal Line at Coshocton. In June 2025, we announced the commissioning of our new state-of-the-art vertical stainless bright anneal line at our Coshocton facility. The $150 million capital investment was completed and is supplying premium stainless steel for high-end automotive and critical appliance applications. This new line enhances the consistent profit generating potential of our stainless-steel products and provides our customers with a higher-quality product. | | Improve balance sheet flexibility post-Stelco acquisition. During 2025, we completed various financial transactions to improve our financial flexibility, including refinancing several tranches of debt and issuing equity. The proceeds from the equity issuance were used to pay down debt, which aligns with our strategic focus on deleveraging. Through these transactions, we enhanced our liquidity and extended our maturity runway for our outstanding debt, with our nearest senior notes maturities coming in 2029. | | Complete partnership agreement for Weirton transformer plant and maintain pace for 2026 facility commissioning. After further evaluation, we determined not to proceed with developing a transformer plant at our Weirton facility. Instead, with our increased focus on reducing debt, we decided to launch a sales process to sell the Weirton facility. We believe that the Weirton facility is an attractive asset that has garnered significant interest from multiple buyers. Any net proceeds from a potential sale transaction would be used to pay down debt. | | Any other initiatives the Compensation Committee deems significant to advancing the Company. In addition to the strategic initiatives discussed above, we achieved or advanced many other significant Company initiatives during 2025. For example, we signed a Memorandum of Understanding with POSCO to potentially form a strategic partnership, signed multi-year fixed price contracts with certain automotive customers to secure profitable business for years to come, shifted historical contracted semi-finished steel slab sales to higher margin products, launched sell-side processes to explore sales of certain non-core or idled assets, and successfully completed a production trial collaboration with a major automotive customer, where our exposed steel parts were stamped with no defects using the customer’s existing aluminum-forming equipment. |

  47. 2025 EMPI Payout Results

    •The Compensation Committee reviewed the Company’s financial metric, strategic performance and safety as summarized above. Based on this assessment, the Compensation Committee made the following determinations: ◦The Compensation Committee approved the Adjusted EBITDA payout at 0%. ◦Following the assessment of the strategic initiatives, the Compensation Committee approved them above target, which would equate to a weighted payout of 56%. ◦The Compensation Committee approved the Safety Scorecard payout at 20% to recognize the focus by our hourly and salaried employees on safe production. •Total funding under the EMPI Plan was 76%. The total annual incentive amounts paid to NEOs are set forth in the following table:

  48. 2025 EMPI Payout Results

    | | 2025 BASE SALARY ($) | TARGET AWARD LEVEL (%) | TARGET AWARD LEVEL ($) | PAYOUT ACHIEVED (%) | EMPI PLAN PAYOUT ($) | | Goncalves | 2,201,000 | 200 | 4,402,000 | 76 | 3,345,520 | | C. Goncalves | 850,000 | 120 | 1,020,000 | 76 | 775,200 | | Smith | 893,000 | 120 | 1,071,600 | 76 | 814,416 | | Koci | 738,000 | 120 | 885,600 | 76 | 673,056 | | Graham | 720,000 | 100 | 720,000 | 76 | 547,200 |

  49. 2025 EMPI Payout Results

    •The objective is to establish target goals in any given year that are challenging yet achievable, with a much higher level of difficulty to achieve performance that generates the maximum payout. Over the last ten years, the actual performance results of the EMPI Plan have averaged 135.6% of target and ranged from a low of 20% of target to a high of 200% of target as shown in the chart below:

  50. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    LONG-TERM INCENTIVE (“LTI”) PROGRAM Our LTI Program rewards the NEOs based on the future performance of our Company by providing awards for creating long-term value for our shareholders. The goals of the LTI Program are to: •Help ensure the NEOs’ financial interests are aligned with our shareholders’ interests; •Motivate decision making that improves financial performance over the long term; •Recognize and reward superior financial performance of our Company; •Provide a retention element to our compensation program; and •Promote compliance with the Share Ownership Guidelines for executives. Each year, we establish a target long-term incentive award opportunity for each NEO as a pre-determined percentage of base salary based on market competitive practices and internal equity considerations. In general, the Compensation Committee sought to position target long-term incentive opportunities above the median of market for equivalent roles so that, in combination with base salaries and at or above market annual incentive targets, the total target compensation opportunity for our NEOs is generally above the median of market on average. Actual positioning may vary from this target for NEOs based on the factors previously described. In addition, actual awards to each NEO may vary from the target established for each role, based on the CEO’s assessment of individual performance in the case of grants made to NEOs other than the CEO, and based on the Board’s assessment of the CEO’s performance in the case of grants made to the CEO. None of the target percentage opportunities for our NEOs were increased over target percentage opportunities in effect for 2024. Administrative Process. Long-term incentive awards for our NEOs are granted annually on the date of the Compensation Committee’s approval or a later date as set by the Compensation Committee. Grants for new or newly promoted NEOs or for long-term retention are approved by the Compensation Committee at the next regularly scheduled Compensation Committee meeting following the hire or promotion date or in a special meeting, as needed. We do not schedule grants to coordinate with the release of material non-public information. All NEOs’ grants in 2025 were awarded under the 2021 Equity Plan. 2023, 2024 and 2025 Long-Term Incentive Grants. The Compensation Committee divided the annual long-term incentive grants to the NEOs into three components: 34% performance cash incentive awards; 33% performance share awards; and 33% restricted stock units. Performance Cash Incentive Awards and Performance Share Awards. The performance cash incentive awards and the performance share awards granted provide an opportunity to earn cash and shares based on our performance over a three-year period, with potential funding from zero to 200% of the target grant depending on the level of attained performance. The cash and shares are earned based on achieving relative TSR, as compared to comparator companies’ returns in the metals and mining industry (performance cash and shares comparator companies are identified below). The calibration of the pay-for-performance relationship for the grants is as follows, and payout is interpolated for performance between threshold, target and maximum levels:

  51. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    | | | PERFORMANCE LEVEL | | | | | PERFORMANCE FACTOR | WEIGHT | BELOW THRESHOLD | THRESHOLD | TARGET | MAXIMUM | | Relative TSR | 100% | Below 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | | Payout | | —% | 50% | 100% | 200% |

  52. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    For 2025, the Compensation Committee made the following determination regarding the metric for our LTI Program: Our LTI performance share and performance cash programs, in which payout is determined by our relative TSR performance, have demonstrated a strong link to shareholders’ investment interests. For 2025, the Compensation Committee decided to keep relative TSR as the metric for our LTI Program given its strong alignment with shareholder interests and the continued emphasis on incentivizing management to outperform our peers. For 2025, the Compensation Committee made the following determinations regarding goals for relative TSR: The design of our LTI program, which targets incentive payouts for achieving the median of the peer group in relative TSR, aligns NEOs’ compensation with shareholder interests and drives long-term growth. This metric provides a strong link between pay and performance, and the Compensation Committee did not see a need to make adjustments to this metric for 2025. Restricted Stock Units. Restricted stock unit grants are generally earned based on continued employment over a period of approximately three years and are retention-based awards. These restricted stock unit awards generally vest on December 31 closest to the end of the three-year period and are payable in our common shares. 2025 LTI Comparator Group. The comparator group used for the 2025 performance cash incentive and performance share awards that are tied to relative TSR is comprised of 35 constituents of the SPDR S&P Metals and Mining ETF (excluding Cliffs) at the beginning of the three-year performance period, which started on January 1, 2025. Our 2025 performance comparator group consists of:

  53. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    | LTI COMPARATOR GROUP | | | | | | Alcoa Corp | Coeur Mining Inc | Ivanhoe Electric Inc | Nucor Corp | Ryerson Holding Corp | | Alpha Metallurgical Resources | Commercial Metals Co | Kaiser Aluminum Corp | Olympic Steel Inc | Steel Dynamics Inc | | Arch Resources Inc | Compass Minerals International | Materion Corp | Peabody Energy Corp | Suncoke Energy Inc | | ATI Inc | Consol Energy Inc | Mcewen Mining Inc | Radius Recycling | United States Steel Corp1 | | Carpenter Technology | Freeport-McMoRan Inc | Metallus Inc | Ramaco Resources Inc-A | Uranium Energy Corp | | Centrus Energy Corp | Gatos Silver Inc | MP Materials Corp | Reliance Steel & Aluminum | Warrior Met Coal Inc | | Century Aluminum Company | Hecla Mining Co | Newmont Corp | Royal Gold Inc | Worthington Steel | | (1)United States Steel Corporation was acquired in June 2025 and will therefore be removed from all subsequent relative TSR calculations. | | | | |

  54. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    The performance comparator group focuses on steel, metals and commodity mineral mining companies that generally will be affected by the same long-term market conditions that affect us. The Compensation Committee evaluates this comparator group for each new cycle of the performance cash and performance share program based on recommendations made by its independent compensation consultant and makes adjustments as needed based on changes in the industry makeup and relevance of our specific comparators. The performance comparator group used to assess performance for performance cash and share incentive awards is not the same as the comparator group used to assess the competitiveness of our compensation, because the latter is limited to those companies who are more similar in revenue and industry. Compared to the performance comparator group used for the 2024 performance cash incentive and performance share awards that are tied to relative TSR, this group added Centrus Energy, Gatos Silver, Ivanhoe Electric, Mcewen Mining and Warrior Met Coal, and it removed Haynes International Inc and Piedmont Lithium Inc. 2025 – 2027 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. On February 19, 2025, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards for our NEOs under the 2021 Equity Plan. The number of shares subject to the awards granted to each NEO was determined by dividing the applicable grant values by the 60-day average closing price of our common shares ending on the date of grant ($10.70 for grants made in February 2025). The use of the 60-day average price to calibrate the number of units granted limits the potential to grant an unusually high or low number of units due to an exceptionally low or high share price on the date of grant. The following amounts of performance cash incentive awards, performance share awards and restricted stock units granted at the closing share price of $11.85 per share on February 19, 2025, the date of grant, were awarded to our NEOs for the 2025 – 2027 performance period:

  55. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    | | TARGET (%) | TOTAL GRANT VALUE ($) | TARGET PERFORMANCE CASH INCENTIVE AWARDS ($) | TARGET PERFORMANCE SHARE AWARDS (#) | RESTRICTED STOCK UNITS (#) | | Goncalves | 600 | 14,142,766 | 4,490,040 | 407,288 | 407,288 | | C. Goncalves | 450 | 4,096,318 | 1,300,500 | 117,967 | 117,967 | | Smith | 450 | 4,303,550 | 1,366,290 | 123,935 | 123,935 | | Koci | 450 | 3,556,565 | 1,129,140 | 102,423 | 102,423 | | Graham | 400 | 3,084,281 | 979,200 | 88,822 | 88,822 |

  56. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    2024– 2026 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. In 2024, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards under the 2021 Equity Plan for our NEOs. The restricted stock unit awards generally vest on December 31, 2026, and are payable in our common shares. The performance awards utilize essentially the same payout matrix as designed for the 2025 performance awards and will pay out, to the extent earned, in common shares and cash in early 2027, but they are not yet earned or determinable. Payout Determined for the 2023 – 2025 Long-Term Incentive Grant – Performance Cash and Shares; Restricted Stock Unit Vesting. Our 2023 performance awards, under the 2021 Equity Plan, utilized essentially the same payout matrix as designed for the 2025 performance awards. In January 2026, the Compensation Committee determined that, for the three-year performance period ended on December 31, 2025, we achieved relative TSR performance below threshold goal (7.6 percentile) of our constituent companies in the SPDR S&P Metals and Mining ETF at the beginning of the three-year performance period, which started on January 1, 2023, resulting in a payout level of 0.0% for the performance cash and performance share awards. In addition, the 2023 restricted stock unit awards vested according to their terms on December 31, 2025.

  57. CHANGE IN CONTROL SEVERANCE AGREEMENTS

    CHANGE IN CONTROL SEVERANCE AGREEMENTS The NEOs are parties to change in control severance agreements. The Compensation Committee believes change in control severance agreements support the goals of attracting and retaining highly talented individuals because the agreements clarify the terms of employment and reduce risks to the NEOs in situations where an NEO may believe, for example, that Cliffs may engage in a merger, be acquired in a hostile takeover or be involved in a proxy contest. In addition, the Compensation Committee believes that such agreements align the interests of NEOs with the interests of our shareholders if a qualified offer is made to acquire Cliffs. In such a scenario, our NEOs would likely be aware of or involved in transaction negotiations, so it is to the benefit of our shareholders to have NEOs negotiating in the shareholders’ best interests without regard to the NEOs' personal financial interests. The Compensation Committee determined the level of benefits under these agreements by considering market practices at the time that the agreements were established. The agreements generally provide for the following change in control terms: •Depending on position, the NEO is entitled to (i) a severance payment equal to two or three times annual base salary and target annual incentive in the event of termination within 24 months following the change in control, (ii) a payment for two or three years of continued SERP benefits, (iii) outplacement services up to $10,000 for Messrs. C. Goncalves, Smith, Koci, and Graham and up to 15% of base salary for Mr. Goncalves, (iv) up to $15,000 per year for tax and financial planning services for Messrs. C. Goncalves, Smith, Koci, and Graham for two years and up to $30,000 for three years for Mr. Goncalves and (v) under certain circumstances, continuation of welfare benefits for two or three years, depending on position; and •Non-competition, confidentiality and non-solicitation restrictions on NEOs who receive severance payments following the change in control.

  58. CLAWBACK POLICY

    CLAWBACK POLICY In accordance with SEC regulations and NYSE listing standards, we maintain and operate a Compensation Clawback Policy that applies to certain incentive-based compensation received by our executive officers, including our NEOs, after October 2, 2023. The Compensation Clawback Policy generally provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event Cliffs is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Compensation Clawback Policy is generally limited to any compensation granted, earned, or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, Cliffs may utilize a broad range of recoupment methods under the Compensation Clawback Policy for mandatory accounting restatement clawbacks. The Compensation Clawback Policy does not condition such clawback on the fault of the executive officer, but Cliffs is not required to claw back amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) Cliffs has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Compensation Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Compensation Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. The Company also continues to maintain its prior clawback policy as a supplemental clawback policy applicable to all executive officers (including the NEOs) to operate in conjunction with the Compensation Clawback Policy. The supplemental policy generally applies to situations involving compensation not covered by the Compensation Clawback Policy, including compensation received prior to its October 2, 2023 effective date. Under the supplemental policy, the following incentive-based compensation may be recovered in the event of an accounting restatement and an executive officer’s misconduct: •Annual incentive awards paid under our annual cash incentive compensation program; •Equity-based awards under our LTI Program; and •Any other incentive-based compensation paid or granted pursuant to an incentive plan. Under this supplemental policy, if the Board determines that an executive officer has willfully committed an act of fraud, dishonesty or recklessness in the performance of his or her duties that contributed to the Company being required to prepare an accounting restatement due to the Company's noncompliance with any financial reporting requirement under the U.S. federal securities laws, the Board will take prompt and reasonable action to seek recovery of all excessive incentive-based compensation. Recovery shall not be duplicated between the Compensation Clawback Policy and the supplemental policy. See “Recovery of Erroneously-Awarded Compensation” section on page 61 for more information about the operation of the Compensation Clawback Policy.

  59. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by our NEOs for services rendered to Cliffs and our subsidiaries for the fiscal years ended December 31, 2025, 2024 and 2023 (as applicable).

  60. 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION (a) | YEAR (b) | SALARY ($) (1) (2) (c) | STOCK AWARDS ($) (3) (d) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (1) (4) (e) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (5) (f) | ALL OTHER COMPENSATION ($) (6) (g) | TOTAL ($) (h) | | Lourenco Goncalves Chairman, President and CEO | 2025 | 2,201,000 | 12,874,374 | 3,345,520 | 496,500 | 105,647 | 19,023,041 | | | 2024 | 2,201,000 | 11,469,565 | 880,400 | 576,300 | 121,632 | 15,248,897 | | | 2023 | 2,116,000 | 11,860,431 | 10,052,899 | 1,944,607 | 112,655 | 26,086,592 | | Celso L. Goncalves Jr. EVP, CFO | 2025 | 850,000 | 3,728,937 | 775,200 | 107,500 | 73,718 | 5,535,355 | | | 2024 | 850,000 | 3,322,043 | 204,000 | 55,700 | 62,339 | 4,494,082 | | | 2023 | 750,000 | 3,152,903 | 1,538,004 | 210,100 | 72,357 | 5,723,364 | | Clifford T. Smith EVP, COO | 2025 | 893,000 | 3,917,585 | 814,416 | 193,700 | 51,331 | 5,870,032 | | | 2024 | 893,000 | 3,490,106 | 214,320 | 121,600 | 52,660 | 4,771,686 | | | 2023 | 859,000 | 3,611,091 | 2,455,378 | 808,200 | 50,930 | 7,784,599 | | Keith A. Koci EVP & President, Cleveland-Cliffs Services | 2025 | 738,000 | 3,237,591 | 673,056 | 82,200 | 43,568 | 4,774,415 | | | 2024 | 738,000 | 2,884,320 | 177,120 | 98,900 | 47,305 | 3,945,645 | | | 2023 | 710,000 | 2,984,710 | 1,901,883 | 239,500 | 41,700 | 5,877,793 | | James D. Graham EVP, Chief Legal and Administrative Officer & Secretary | 2025 | 720,000 | 2,807,663 | 547,200 | 150,900 | 46,320 | 4,272,083 | | | 2024 | 720,000 | 2,501,337 | 144,000 | 91,100 | 45,740 | 3,502,177 | | | 2023 | 681,000 | 2,544,728 | 1,582,797 | 515,275 | 43,810 | 5,367,610 | | (1)2025 amounts in columns (c) and (e) reflect the salary and non-equity incentive plan compensation for each NEO, respectively, before pre-tax reductions for contributions to the 401(k) Savings Plan, the NQDC Plan and certain other benefit plans. | | | | | | | | | (2)The 2025 salary for each of the NEOs includes his base salary before the employee's contributions to the 401(k) Savings Plan. The following table summarizes salary contributions for the 401(k) Savings Plan for our NEOs in 2025: | | | | | | | |

  61. 2025 SUMMARY COMPENSATION TABLE

    | | 401(k) CONTRIBUTION ($) | CATCH-UP CONTRIBUTION ($) | TOTAL ($) | | Goncalves | 23,500 | 7,500 | 31,000 | | C. Goncalves | 23,500 | — | 23,500 | | Smith | 56,000 | 7,500 | 63,500 | | Koci | 23,500 | 7,500 | 31,000 | | Graham | 23,500 | 7,500 | 31,000 |

  62. 2025 SUMMARY COMPENSATION TABLE

    (3) The 2025 amounts in column (d) reflect the aggregate grant date fair value, computed in accordance with FASB ASC 718, for performance share awards and restricted stock units granted during 2025. For performance share awards granted during 2025, the amounts reported are based on the target payout level. Assuming achievement of maximum performance, the fair value as of the grant date of the performance share awards made to Messrs. Goncalves, C. Goncalves, Smith, Koci and Graham would have been $16,096,022, $4,662,056, $4,897,911, $4,047,757 and $3,510,245, respectively. For additional information, refer to Note 10 in our Annual Report on Form 10-K for the year ended December 31, 2025. These types of awards are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2025 Compensation Decisions,” under the sub-heading “2025–2027 Performance Cash Incentive Awards, Performance Share Awards, and Restricted Stock Unit Grants.” (4) The 2025 amounts in column (e) reflect the incentive awards earned in 2025 under the EMPI Plan and LTI Program (performance cash), which are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2025 Compensation Decisions” under the sub-headings “Annual Incentive Program” and “LTI Program.” Amounts in this column for 2023 were adjusted to reflect the recoupment of erroneously-awarded compensation subject to recovery under the Compensation Clawback Policy. See “Recovery of Erroneously-Awarded Compensation” section below. These amounts for Messrs. Goncalves, C. Goncalves, Smith, Koci and Graham are $97,336, $17,250, $23,708, $19,596 and $15,663, respectively. (5) The 2025 amounts in column (f) reflect the actuarial increase in the present value of the NEOs’ benefits under the Pension Plan and the SERP, both of which are discussed in “Compensation Discussion and Analysis–Retirement and Deferred Compensation Benefits” under the sub-heading “Defined Benefit Pension Plan,” determined using interest rate and mortality assumptions consistent with those used in our financial statements and may include amounts in which the NEOs are not fully vested. The following table summarizes changes in pension values and above-market earnings on deferred compensation in 2025:

  63. 2025 SUMMARY COMPENSATION TABLE

    | | PRESENT VALUE OF PENSION ACCRUALS ($) | ABOVE-MARKET INTEREST ON DEFERRED COMPENSATION ($) | TOTAL ($) | | Goncalves | 496,500 | — | 496,500 | | C. Goncalves | 107,500 | — | 107,500 | | Smith | 193,700 | — | 193,700 | | Koci | 82,200 | — | 82,200 | | Graham | 150,900 | — | 150,900 |

  64. 2025 SUMMARY COMPENSATION TABLE

    (6) The 2025 amounts in column (g) reflect the combined value of the NEOs’ perquisites (the benefits attributable to our paid parking, fitness reimbursement program, executive physical, financial services, commuter and travel expenses, and other amounts) and matching contributions made on behalf of the executives under the 401(k) Savings Plan and the NQDC Plan. The following table summarizes perquisites and other compensation in 2025:

  65. 2025 SUMMARY COMPENSATION TABLE

    | | PAID PARKING ($) | EXECUTIVE PHYSICALS ($) | FINANCIAL SERVICES ($) | 401(k) SAVINGS PLAN MATCHING CONTRIBUTIONS ($) | NQDC PLAN MATCHING CONTRIBUTIONS ($) | OTHER ($) (a) | TOTAL ($) | | Goncalves | 4,200 | — | 34,130 | 14,000 | 14,613 | 38,704(a) | 105,647 | | C. Goncalves | 4,200 | — | 7,340 | 13,883 | 20,117 | 28,178(a) | 73,718 | | Smith | 4,200 | — | 13,320 | 14,000 | 19,811 | — | 51,331 | | Koci | 4,900 | — | 9,148 | 14,000 | 15,520 | — | 43,568 | | Graham | 4,200 | — | 13,320 | 14,000 | 14,800 | — | 46,320 | | (a)Other compensation reflects the aggregate incremental cost of commuter and travel expenses, including the cost of Mr. Goncalves’ personal use of corporate aircraft ($34,466.52) and ground transportation ($4,237.80) and Mr. C. Goncalves’ personal use of corporate aircraft ($26,813.47) and ground transportation ($1,364.75) in 2025. We have estimated our aggregate incremental cost of personal use of the corporate aircraft using a methodology that reflects the direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Included in these direct variable operating costs are: aircraft fuel and oil, trip-related maintenance, crew travel expenses, trip-related fees, ramp fees, landing fees, catering and other miscellaneous variable costs. Fixed costs, such as hangar fee storage, maintenance not related to travel, pilot salaries, insurance and warranty are excluded from this calculation. | | | | | | | |

  66. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The table below discloses in columns (d), (e) and (f) the potential payouts at the threshold, target and maximum levels of the 2025 awards under the EMPI Plan and LTI Program (performance cash incentive awards) granted under the 2021 Equity Plan. See “Compensation Discussion and Analysis–Analysis of 2025 Compensation Decisions” under the sub-headings “Annual Incentive Program” and “LTI Program” for program descriptions. Actual payouts for the 2025 EMPI Plan awards are shown in the SCT. Columns (g), (h) and (i) of the table below show the potential payouts at the threshold, target and maximum levels of the 2025 - 2027 performance share awards; such performance shares generally vest over a three-year period ending December 31, 2027. Column (k) shows the grant date fair value of such equity awards, based on the grant date fair value of $19.76 per share, computed in accordance with FASB ASC 718. Columns (j) and (k) represent the number of restricted stock units granted in connection with the 2025 - 2027 vesting period based on the grant date price of $11.85 per share of those restricted stock unit grants. Grants made in 2025 are described more fully in the “Compensation Discussion and Analysis” section of this proxy statement. More information concerning the amount of salary and incentive compensation in proportion to total compensation for Mr. Goncalves and the other NEOs is provided under the section of this proxy statement entitled “Compensation Discussion and Analysis—Executive Compensation Philosophy and Core Principles—Pay-for-Performance Compensation Mix.”

  67. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | GRANT DATE (c) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($) (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (#) (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) (j) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (k) | | NAME (a) | AWARD TYPE (b) | | Threshold (d) | Target (e) | Maximum (f) | Threshold (g) | Target (h) | Maximum (i) | | | | Goncalves | Annual Incentive Program | 2/19/2025 | 2,201,000 | 4,402,000 | 8,804,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/19/2025 | 2,245,020 | 4,490,040 | 8,980,080 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/19/2025 | — | — | — | 203,644 | 407,288 | 814,576 | — | 8,048,011 | | | LTI Program - RSU | 2/19/2025 | — | — | — | — | — | — | 407,288 | 4,826,363 | | C. Goncalves | Annual Incentive Program | 2/19/2025 | 510,000 | 1,020,000 | 2,040,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/19/2025 | 650,250 | 1,300,500 | 2,601,000 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/19/2025 | — | — | — | 58,984 | 117,967 | 235,934 | — | 2,331,028 | | | LTI Program - RSU | 2/19/2025 | — | — | — | — | — | — | 117,967 | 1,397,909 | | Smith | Annual Incentive Program | 2/19/2025 | 535,800 | 1,071,600 | 2,143,200 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/19/2025 | 683,145 | 1,366,290 | 2,732,580 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/19/2025 | — | — | — | 61,968 | 123,935 | 247,870 | — | 2,448,956 | | | LTI Program - RSU | 2/19/2025 | — | — | — | — | — | — | 123,935 | 1,468,630 | | Koci | Annual Incentive Program | 2/19/2025 | 442,800 | 885,600 | 1,771,200 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/19/2025 | 564,570 | 1,129,140 | 2,258,280 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/19/2025 | — | — | — | 51,212 | 102,423 | 204,846 | — | 2,023,878 | | | LTI Program - RSU | 2/19/2025 | — | — | — | — | — | — | 102,423 | 1,213,713 | | Graham | Annual Incentive Program | 2/19/2025 | 360,000 | 720,000 | 1,440,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/19/2025 | 489,600 | 979,200 | 1,958,400 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/19/2025 | — | — | — | 44,411 | 88,822 | 177,644 | — | 1,755,123 | | | LTI Program - RSU | 2/19/2025 | — | — | — | — | — | — | 88,822 | 1,052,541 | | (1)Reflects the Company's EMPI Plan and an LTI Program component for 2025. The amounts in column (d) reflect the threshold payout level, which is 50% of the target amount shown in column (e); and the amounts shown in column (f) represent 200% of such target amounts. (2)Reflects the performance shares component of the Company's LTI Program. The amounts in column (g) reflect the threshold payout level of the 2025 - 2027 performance shares, which is 50% of the target amount shown in column (h); and the amounts shown in column (i) represent 200% of such target amounts. | | | | | | | | | | |

  68. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END In the following table, column (c) shows the number of unvested restricted stock units held by each NEO, and column (d) shows the market value of the common shares underlying those awards based on the closing market price of the common shares on December 31, 2025, of $13.28 per share. Column (e) shows the number of unearned performance shares held by each NEO (based on performance achievement as described below), and column (f) shows the market value of the common shares underlying those awards based on the closing market price of the common shares on December 31, 2025, of $13.28 per share. These awards were granted under the 2021 Equity Plan.

  69. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | | STOCK AWARDS | | | | | NAME (a) | AWARD TYPE (b) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (c) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (d) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (e) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (f) | | Goncalves | 2025 LTI Program | 407,288(1) | 5,408,785 | 203,644(2) | 2,704,392 | | | 2024 LTI Program | 229,851(3) | 3,052,421 | 114,926(4) | 1,526,217 | | C. Goncalves | 2025 LTI Program | 117,967(1) | 1,566,602 | 58,984(2) | 783,308 | | | 2024 LTI Program | 66,574(3) | 884,103 | 33,287(4) | 442,051 | | Smith | 2025 LTI Program | 123,935(1) | 1,645,857 | 61,968(2) | 822,935 | | | 2024 LTI Program | 69,942(3) | 928,830 | 34,971(4) | 464,415 | | Koci | 2025 LTI Program | 102,423(1) | 1,360,177 | 51,212(2) | 680,095 | | | 2024 LTI Program | 57,802(3) | 767,611 | 28,901(4) | 383,805 | | Graham | 2025 LTI Program | 88,822(1) | 1,179,556 | 44,411(2) | 589,778 | | | 2024 LTI Program | 50,127(3) | 665,687 | 25,064(4) | 332,850 | | (1)Represents restricted stock units granted on February 19, 2025. The restricted stock units vest in full on December 31, 2027, generally subject to continued employment. (2)Represents performance shares for the 2025 – 2027 performance period granted on February 19, 2025. These shares are shown based on achieving threshold performance and will vest on December 31, 2027, generally subject to the achievement of specified performance metrics and continued employment through December 31, 2027. (3)Represents restricted stock units granted on February 21, 2024. The restricted stock units vest in full on December 31, 2026, generally subject to continued employment. (4)Represents performance shares for the 2024 – 2026 performance period granted on February 21, 2024. These shares are shown based on achieving threshold performance and will vest on December 31, 2026, generally subject to the achievement of specified performance metrics and continued employment through December 31, 2026. | | | | | |

  70. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The table below shows in columns (c) and (d) information regarding the performance shares and restricted stock unit awards that vested during 2025 for the NEOs.

  71. 2025 OPTION EXERCISES AND STOCK VESTED

    | | | STOCK AWARDS | | | NAME (a) | AWARD TYPE (b) | NUMBER OF SHARES ACQUIRED ON VESTING (#) (c) | VALUE REALIZED ON VESTING ($) (d) | | Goncalves | 2023 LTI Program - Performance Shares | —(1) | — | | | 2023 LTI Program - RSU | 229,320(2) | 3,045,370 | | C. Goncalves | 2023 LTI Program - Performance Shares | —(1) | — | | | 2023 LTI Program - RSU | 60,961(2) | 809,562 | | Smith | 2023 LTI Program - Performance Shares | —(1) | — | | | 2023 LTI Program - RSU | 69,820(2) | 927,210 | | Koci | 2023 LTI Program - Performance Shares | —(1) | — | | | 2023 LTI Program - RSU | 57,709(2) | 766,376 | | Graham | 2023 LTI Program - Performance Shares | —(1) | — | | | 2023 LTI Program - RSU | 49,202(2) | 653,403 | | (1)Represents an award of performance shares granted during 2023 for the 2023 - 2025 performance period. The performance shares paid out at 0.0% of the award based on the performance criteria. (2)Represents an award of restricted stock units granted during 2023 for the 2023 - 2025 period. The restricted stock units vested in full on December 31, 2025. The value realized was determined based on the closing price of our common shares on December 31, 2025, of $13.28. | | | |

  72. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS The following table discloses, for the Pension Plan and the SERP: in column (c), the number of years of credited service; in column (d), the present value of accumulated benefits; and in column (e), payments during the last fiscal year. The calculation was determined using interest rate and mortality rate assumptions consistent with those used in Item 8, Note 9 in our Annual Report on our Form 10-K for the year ended December 31, 2025. The cash balance formula under our Pension Plan provides a benefit payable at any time equal to the value of a notional cash balance account. For each calendar quarter after the applicable date, a credit is made to the account equal to a percentage of the NEO’s pay ranging from two to five percent based upon the NEO’s age and service. Interest is credited to the account balance on a quarterly basis at an annual rate of six percent. At retirement or termination of employment, the accumulated account balance can be paid as either a lump sum or actuarially equivalent annuity. The compensation used to determine benefits under the Pension Plan is the sum of salary and annual incentive compensation paid under the EMPI Plan to a participant during a calendar year. Pensionable earnings for each of our NEOs during 2025 include the amount shown for 2025 in the “Salary” column of the SCT plus the amount of annual incentive compensation earned in 2025 and paid in 2026, respectively. The SERP generally provides the NEOs with the benefits that would have been payable under the Pension Plan if certain Internal Revenue Code limitations did not apply to the Pension Plan. The SERP was amended effective for 2006 and future accruals to eliminate the payment of annual accruals and to provide that SERP accruals will instead be paid at retirement or termination. For more information about the NEOs’ Pension Plan and SERP benefits, refer to the “Compensation Discussion and Analysis – Retirement and Deferred Compensation Benefits.”

  73. 2025 PENSION BENEFITS

    | NAME (a) | PLAN NAME (b) | NUMBER OF YEARS CREDITED SERVICE (#) (c) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) (d) | PAYMENTS DURING LAST FISCAL YEAR ($) (e) | | Goncalves | Pension Plan | 11.4 | 369,800 | — | | | SERP | 11.4 | 6,026,000 | — | | C. Goncalves | Pension Plan | 9.3 | 199,500 | — | | | SERP | 9.3 | 368,600 | — | | Smith | Pension Plan | 21.7 | 796,000 | — | | | SERP | 21.7 | 1,678,300 | — | | Koci | Pension Plan | 6.9 | 176,100 | — | | | SERP | 6.9 | 515,900 | — | | Graham | Pension Plan | 18.8 | 622,600 | — | | | SERP | 18.8 | 985,100 | — |

  74. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    2025 NON-QUALIFIED DEFERRED COMPENSATION In 2025, the NEOs were permitted to defer under the NQDC Plan, on a pre-tax basis, up to 50% of their base salary and all or a portion of their annual incentive under the EMPI Plan. Cash deferrals earn interest at the Moody’s Corporate Average Bond Yield rate or other investments provided in our 401(k) Savings Plan. The NEOs’ contributions to the 401(k) Savings Plan are limited by Internal Revenue Code limitations. The amount NEOs received as Cliffs’ matching contributions will be credited to each NEO's account per the NQDC Plan. The following table shows: in column (c), executive contributions by each NEO, if any, and the contributions include any pre-tax contributions of salary and EMPI Plan awards; in column (d), registrant contributions, which are matching contributions we made on behalf of the NEOs and supplemental matching contributions authorized under the 401(k) Savings Plan that were credited to the NQDC Plan; in column (e), aggregate earnings, which include dividends and interest earned on cash deferrals; in column (f), aggregate withdrawals and/or distributions; and in column (g), the aggregate year-end balance.

  75. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | NAME (a) | PLAN NAME (b) | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) (1) (c) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) (2) (d) | AGGREGATE EARNINGS IN LAST FY ($) (3) (e) | AGGREGATE WITHDRAWALS / DISTRIBUTIONS ($) (4) (f) | AGGREGATE BALANCE AT LAST FYE ($) (5) (g) | | Goncalves | NQDC Plan | — | 14,613 | 2,234 | — | 275,703 | | C. Goncalves | NQDC Plan | — | 20,117 | — | — | 101,316 | | Smith | NQDC Plan | — | 19,811 | — | — | 279,311 | | Koci | NQDC Plan | 8,856 | 15,520 | 12,596 | — | 541,564 | | Graham | NQDC Plan | — | 14,800 | 546 | — | 152,289 | | (1)The amount disclosed in column (c) is also included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the SCT, as applicable. (2)The amounts shown in column (d) consist of Cliffs’ matching contributions disclosed in the “All Other Compensation” column in the SCT. (3)The amounts shown in column (e) under the NQDC Plan include above-market earnings, dividends and interest disclosed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the SCT. (4)The amounts shown in column (f) reflect any withdrawals and/or distributions. (5)The aggregate balance for the NQDC Plan in column (g) includes compensation earned in prior years and consists of fluctuation in market value that previously was reported in prior summary compensation tables as follows: | | | | | | |

  76. 2025 NON-QUALIFIED DEFERRED COMPENSATION

    | | TOTALS ($) | | Goncalves | 232,050 | | C. Goncalves | 67,345 | | Smith | 222,292 | | Koci | 490,967 | | Graham | 122,468 |

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables and discussion below reflect the compensation payable to each of the NEOs in the event of termination of such executive’s employment under a variety of different circumstances, including voluntary termination, involuntary termination without cause and termination following a change in control. The amounts shown assume in all cases that such termination was effective as of December 31, 2025 (the last business day of the year). All amounts shown are based on reasonable estimates of the amounts that would be paid to the executive upon his termination; the actual amounts can be determined only at the time of such NEO’s separation from Cliffs.

  78. ADDITIONAL PAYMENTS UPON TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL

    ADDITIONAL PAYMENTS UPON TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL Each of the NEOs has a written change in control severance agreement that applies only in the event of termination during the two years after a change in control. If one of the NEOs is involuntarily terminated during the two years after a change in control, for a reason other than cause, he will be entitled to the following additional benefits: •A lump sum payment in an amount equal to three times (in the case of Mr. Goncalves) or two times (in the case of Messrs. C. Goncalves, Smith, Koci and Graham) the sum of: (1) base salary (at the highest rate in effect during the five-year period prior to the termination date); and (2) annual incentive pay at the target level for the year of separation, year prior to the change in control or year of the change in control, whichever is greater. •COBRA continuation coverage for a period of 36 months (in the case of Mr. Goncalves) or 24 months (in the case of Messrs. C. Goncalves, Smith, Koci and Graham) following the termination date, for health, life insurance and disability benefits. •A lump sum payment in an amount equal to the sum of the additional future pension benefits that the NEO would have been entitled to receive for a period of 36 months (in the case of Mr. Goncalves) or 24 months (in the case of Messrs. C. Goncalves, Smith, Koci and Graham) following the termination date under the SERP. •Incentive pay at target levels for the year in which the termination date occurs. •Outplacement services in an amount up to 15% of the NEO’s base salary (in the case of Mr. Goncalves) or $10,000 (in the case of Messrs. C. Goncalves, Smith, Koci and Graham). •The NEO will be provided perquisites of financial planning for a period of 36 months (in the case of Mr. Goncalves) or 24 months (in the case of Messrs. C. Goncalves, Smith, Koci and Graham), comparable to the perquisites he was receiving before the termination of his employment or the change in control, whichever is greater. Similar benefits are paid if the NEO voluntarily terminates his employment during the two years following a change in control if any of the following events occurs, provided that the NEO provides notice within 90 days of the occurrence of such event and the Company fails to cure such event within 30 days following receipt of such notice: •A material diminution in the NEO’s base pay; •A material diminution in the NEO’s authority, duties or responsibilities; •A material change (generally considered to be in excess of 50 miles) in the geographic location at which the NEO must perform services; •A material reduction in the NEO’s incentive pay opportunity; or •Breach of employment agreement, if any, under which the NEO provides services. For purposes of the change in control severance agreements, “cause” generally means termination of an NEO's employment for the following acts: (1) conviction of a criminal violation involving fraud, embezzlement or theft in connection with his duties or in the course of his employment with Cliffs or any subsidiary of Cliffs; (2) intentional wrongful damage to property of Cliffs or any subsidiary of Cliffs; (3) intentional wrongful disclosure of secret processes or confidential information of Cliffs or any subsidiary of Cliffs; or (4) intentional wrongful engagement in any competitive activity. In order to receive benefits under the change in control severance agreements, the NEOs must agree to certain covenants not to disclose any of our confidential and proprietary information, as well as covenants not to compete and not to solicit any of our employees. In addition, each NEO must sign a release of claims.

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES The following tables show the benefits payable to the NEOs upon various types of terminations of employment and change in control assuming an effective date of December 31, 2025 (and explicitly assuming for these disclosure purposes that any 2025 EMPI Plan award and restricted stock units vesting on December 31, 2025 are already considered earned and vested for the year).

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | LOURENCO GONCALVES | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 19,809,000 | | Non-Equity Incentive Plan Compensation | 4,490,000 | 4,490,000 | 7,835,600 | 4,490,000 | 4,490,000 | — | 13,382,100 | | Equity | 7,675,800 | 7,675,800 | 7,675,800 | 7,675,800 | 7,675,800 | — | 16,922,400 | | Retirement Benefits | 6,395,900 | 6,395,900 | 6,395,900 | 6,395,900 | 6,395,900 | — | 7,356,100 | | Non-Qualified Deferred Compensation | 275,700 | 275,700 | 275,700 | 275,700 | 275,700 | 275,700 | 275,700 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 532,400 | | TOTAL | 18,837,400 | 18,837,400 | 22,183,000 | 18,837,400 | 18,837,400 | 275,700 | 58,277,700 |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | CELSO L. GONCALVES JR. | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 3,740,000 | | Non-Equity Incentive Plan Compensation | 1,300,500 | 1,300,500 | — | — | 1,300,500 | — | 3,621,000 | | Equity | 2,223,200 | 2,223,200 | — | — | 2,223,200 | — | 4,901,400 | | Retirement Benefits | 465,000 | 465,000 | — | 465,000 | 465,000 | — | 578,200 | | Non-Qualified Deferred Compensation | 101,300 | 101,300 | — | 101,300 | 101,300 | 101,300 | 101,300 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 82,100 | | TOTAL | 4,090,000 | 4,090,000 | — | 566,300 | 4,090,000 | 101,300 | 13,024,000 |

  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | CLIFFORD T. SMITH | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 3,929,200 | | Non-Equity Incentive Plan Compensation | 1,366,300 | 1,366,300 | 2,180,700 | 1,366,300 | 1,366,300 | — | 3,804,200 | | Equity | 2,335,700 | 2,335,700 | 2,335,700 | 2,335,700 | 2,335,700 | — | 5,149,400 | | Retirement Benefits | 2,474,300 | 2,474,300 | 2,474,300 | 2,474,300 | 2,474,300 | — | 2,670,800 | | Non-Qualified Deferred Compensation | 279,300 | 279,300 | 279,300 | 279,300 | 279,300 | 279,300 | 279,300 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 82,700 | | TOTAL | 6,455,600 | 6,455,600 | 7,270,000 | 6,455,600 | 6,455,600 | 279,300 | 15,915,600 |

  83. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | KEITH A. KOCI | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 3,247,200 | | Non-Equity Incentive Plan Compensation | 1,129,100 | 1,129,100 | 1,802,200 | 1,129,100 | 1,129,100 | — | 3,143,900 | | Equity | 1,930,300 | 1,930,300 | 1,930,300 | 1,930,300 | 1,930,300 | — | 4,255,600 | | Retirement Benefits | 666,300 | 666,300 | — | 666,300 | 666,300 | — | 799,000 | | Non-Qualified Deferred Compensation | 541,600 | 541,600 | 541,600 | 541,600 | 541,600 | 541,600 | 541,600 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 80,600 | | TOTAL | 4,267,300 | 4,267,300 | 4,274,100 | 4,267,300 | 4,267,300 | 541,600 | 12,067,900 |

  84. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | JAMES D. GRAHAM | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 2,880,000 | | Non-Equity Incentive Plan Compensation | 979,200 | 979,200 | 1,526,400 | 979,200 | 979,200 | — | 2,678,400 | | Equity | 1,674,000 | 1,674,000 | 1,674,000 | 1,674,000 | 1,674,000 | — | 3,690,500 | | Retirement Benefits | 1,535,000 | 1,535,000 | 1,535,000 | 1,535,000 | 1,535,000 | — | 1,671,800 | | Non-Qualified Deferred Compensation | 152,300 | 152,300 | 152,300 | 152,300 | 152,300 | 152,300 | 152,300 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 80,400 | | TOTAL | 4,340,500 | 4,340,500 | 4,887,700 | 4,340,500 | 4,340,500 | 152,300 | 11,153,400 |

  85. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship of the annual total compensation of the individual identified as our median-paid employee (the “Median Employee”) and the annual total compensation of our CEO. For 2025, we estimate: (1) the annual total compensation of the individual identified as the median paid employee of the Company and its consolidated subsidiaries (except as described below), other than our CEO (the “Median Employee Annual Total Compensation”); (2) the annual total compensation of Mr. Goncalves, our CEO; and (3) the ratio of our CEO’s 2025 annual total compensation to the Median Employee Annual Total Compensation, as shown below:

  86. CEO PAY RATIO

    | CEO PAY RATIO | | | Median Employee Annual Total Compensation | $122,321 | | CEO Annual Total Compensation | $19,023,041 | | CEO to Median Employee Pay Ratio | 156:1 |

  87. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following Pay Versus Performance table (the “PVP Table”) and disclosure provides SEC-required information about compensation for this proxy statement’s NEOs, as well as for our named executive officers from our 2025, 2024, 2023 and 2022 proxy statements (each of 2021, 2022, 2023, 2024 and 2025, a “Covered Year”). The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the PVP Table and related information for compliance purposes only. Neither the Compensation Committee nor the executives of our Company directly use the information contained in the PVP Table or the related disclosures as presented when making compensation decisions. For details about the Company’s pay-for-performance philosophy and how the Compensation Committee actually makes decisions about executive pay, please refer to the CD&A provided above. In reviewing this information, there are a few important things to consider: •For purposes of this mandatory disclosure, “compensation actually paid”, or “CAP”, represents an amount calculated based on the SEC’s prescribed formula and requirements, which use hypothetical values and points in time that do not clearly reflect that a very significant portion of pay may not actually have been earned by or delivered to our named executive officers. For equity awards, which make up a substantial portion of our named executive officers’ compensation, CAP makes estimates about the value of certain equity awards, but that value may change significantly before the awards actually pay out to the officers. As a result, while CAP includes some actually paid amounts (base salary, for example), CAP does not necessarily constitute compensation actually delivered to or received by our named executive officers in each respective year. •Importantly, CAP has not historically been, and it is not now, a factor that drives our executive pay decisions, including how the Compensation Committee establishes target compensation levels or determines incentive award opportunities, or how actual payouts are determined. We deliver pay that is commensurate with performance, but CAP is not a part of our process. For purposes of this Pay Versus Performance section, all references to “compensation actually paid” mean such amounts as computed in accordance with Item 402(v) of Regulation S-K, which may be different from other compensation amounts discussed in the CD&A and elsewhere in this proxy statement. Mr. Lourenco Goncalves was our principal executive officer (“PEO”) for each Covered Year.

  88. PAY VERSUS PERFORMANCE

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1)($) | COMPENSATION ACTUALLY PAID TO PEO (1)(2)(3)($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (1)(2)(4)($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (1)(2)(3)(4)($) | TOTAL SHARE-HOLDER RETURN (5)($) | PEER GROUP TOTAL SHARE-HOLDER RETURN (5)(6)($) | NET INCOME (LOSS) (in millions) ($) | ADJUSTED EBITDA (in millions) (7)($) | | 2025 | 19,023,041 | 20,474,217 | 5,112,971 | 5,521,936 | 91.20 | 324.78 | (1,428) | 37 | | 2024 | 15,248,897 | (5,697,845) | 4,178,398 | (1,248,935) | 64.55 | 177.03 | (714) | 773 | | 2023 (8) | 26,086,592 | 24,279,798 | 6,188,341 | 5,675,150 | 140.24 | 185.47 | 436 | 1,893 | | 2022 | 18,457,351 | 5,088,110 | 4,607,764 | 2,501,976 | 110.64 | 152.64 | 1,366 | 3,155 | | 2021 | 24,494,731 | 39,028,092 | 4,104,246 | 6,194,093 | 149.52 | 134.94 | 3,033 | 5,277 |

  89. PAY VERSUS PERFORMANCE

    (1)2023 figures have been updated per the Summary Compensation Table. (2)Deductions from, and additions to, total compensation in the Summary Compensation Table for 2025 to calculate Compensation Actually Paid consist of:

  90. PAY VERSUS PERFORMANCE

    | | 2025 | | | | PEO ($) | AVERAGE NON-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 19,023,041 | 5,112,971 | | Adjustments for Pension | | | | Adjustment for Summary Compensation Table Pension | (460,100) | (88,250) | | Amount added for Covered Year service cost | 302,794 | 69,655 | | Amount added for prior service cost impacting Covered Year | 0 | 0 | | Total Adjustments for Pension | (157,306) | (18,595) | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | (12,874,374) | (3,422,944) | | Year-end fair value of unvested awards granted in the Covered Year | 12,931,394 | 3,438,104 | | Year-over-year difference of year-end fair values (from prior year-end to Covered Year-end) for unvested awards granted in prior years | 1,537,703 | 408,834 | | Fair values at vest date for awards granted and vested in Covered Year | 0 | 0 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 13,759 | 3,566 | | Forfeitures during Covered Year equal to prior year-end fair value | 0 | 0 | | Dividends or dividend equivalents not otherwise included in the total compensation | 0 | 0 | | Total Adjustments for Equity Awards | 1,608,482 | 427,560 | | Compensation Actually Paid (as calculated) | 20,474,217 | 5,521,936 |

  91. PAY VERSUS PERFORMANCE

    (3)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. (4)Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year: 2023 - 2025: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci and James D. Graham 2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak 2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak (5)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest Covered Year in the table through the end of each applicable Covered Year in the table, assuming reinvestment of dividends. The numbers in these columns have been revised from the numbers previously reported in last year’s “Pay Versus Performance table” in order to correct an administrative error. (6)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group. (7)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. See also “Compensation Discussion and Analysis – Annual Incentive Program (EMPI Plan)” for more information about the use of Adjusted EBITDA in the Company’s short-term incentive program. (8)The amounts for 2023 reflect repayment of erroneously-awarded compensation under the Company’s Compensation Clawback Policy. See “Recovery of Erroneously-Awarded Compensation” section below.

  92. Relationships Between Information in the Pay Versus Performance Table

    Relationships Between Information in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the PVP Table.

  93. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  94. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  95. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA RECOVERY OF ERRONEOUSLY-AWARDED COMPENSATION

  96. Compensation Actually Paid and Adjusted EBITDA

    | RECOVERY OF ERRONEOUSLY-AWARDED COMPENSATION |