UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 922, 2026

CLEVELAND-CLIFFS INC.

(Exact name of registrant as specified in its charter)

Ohio

1-8944

~~1-8944~~

34-1464672

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

~~(Commission File Number)~~

(~~I.R.S.~~IRS Employer Identification No.)

200 Public Square,

Cleveland,

Ohio

44114-2315

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 694-5700

200 Public Square,

Suite 3300,

Cleveland,

Ohio

44114-2315

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (216) 694-5700


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered:

Common Shares, par value $0.125 per share

CLF

New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 919, 2026, Douglas C. Taylor, the Lead Director of the Board of Directors (the “Board”) of Cleveland-Cliffs Inc. ~~issued~~(the “Company”), submitted his resignation as a ~~news~~member ~~release~~of ~~announcing~~the Board, conditional on acceptance by the ~~fourth-quarter~~Board. Mr. ~~and~~Taylor’s ~~full-year~~decision ~~financial~~to ~~results~~resign ~~for~~was not because of any disagreement with the ~~period~~Company ~~ended~~on ~~December~~any 31matter relating to the Company’s operations, ~~2025~~policies or practices. ARather, ~~copy~~pursuant ofto the ~~news~~Company’s ~~release~~Corporate isGovernance ~~attached~~Guidelines, asa ~~Exhibit 99.1~~director is required to ~~this~~tender ~~Current~~his ~~Report~~or onher ~~Form~~resignation ~~8-K~~when, among other things, the director experiences a change in primary occupation, position or primary business affiliation.

~~The~~On ~~information~~February ~~contained~~22, in2026, ~~this~~based ~~Current Report~~ on ~~Form~~the ~~8-K,~~recommendation ~~including~~of the ~~exhibit~~Governance ~~attached hereto, is being furnished~~ and ~~shall~~Nominating ~~not~~Committee beof ~~deemed to be filed for~~ the ~~purposes~~Board, ~~of Section 18 of~~ the ~~Securities~~Board ~~Exchange~~decided ~~Act~~to ofaccept ~~1934~~Mr. ~~(the~~Taylor’s ~~“Exchange Act”)~~resignation, oreffective ~~incorporated~~immediately. The byCompany ~~reference~~thanks ~~into~~Mr. ~~any~~Taylor ~~filing~~for ~~under~~his ~~the~~service ~~Securities~~and ~~Act~~contributions ofto ~~1933 or~~ the ~~Exchange~~Company ~~Act,~~and ~~unless~~wishes ~~such~~him ~~subsequent~~well ~~filing~~in ~~specifically~~his ~~references~~future ~~this Form 8-K~~endeavors.

~~Item~~Also 9on February 22, 2026, to fill the roles formerly held by Mr.01 Taylor on the Board, the Board appointed Ralph S. ~~Financial~~Michael, ~~Statements~~III as the Lead Director of the Board and ~~Exhibits~~Edilson T. Camara as the Chairman of the Compensation and Organization Committee of the Board.

~~(d)Exhibits.~~2

ExhibitNumber						Description
99.1						Cleveland-Cliffs Inc. published a news release on February 9, 2026 captioned, “Cleveland-Cliffs Reports Full-Year and Fourth-Quarter 2025 Results.”
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CLEVELAND-CLIFFS INC.
Date:	February 923, 2026	By:	/s/ James D. Graham
			Name: James D. Graham
		Name:	James D. Graham
			Title: Executive Vice President, Chief Legal and Administrative Officer & Secretary
		Title:	Executive Vice President, Chief Legal and Administrative Officer & Secretary

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