Cleveland-Cliffs Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 21, 2026, the Board of Directors (the “Board”) of Cleveland-Cliffs Inc. (the “Company”) appointed Celso L. Goncalves Jr., the Company’s Executive Vice President and Chief Financial Officer, to the positions of President and Chief Financial Officer of the Company, effective immediately. In connection with this appointment, Lourenco Goncalves will continue to serve as Chairman and Chief Executive Officer of the Company, but will no longer hold the title of President. The Board also appointed Celso Goncalves to serve as a member of the Board, effective immediately. Celso Goncalves, age 38, has served as Executive Vice President and Chief Financial Officer of the Company since 2021 and has been with the Company since 2016. Prior to joining the Company, Celso Goncalves held investment banking positions at Deutsche Bank and Jefferies. In connection with Celso Goncalves’ appointment as President and Chief Financial Officer, the Compensation and Organization Committee of the Board approved the following changes to Celso Goncalves’ compensation, effective as of July 21, 2026: (1) an increase in Celso Goncalves’ annual base salary rate from $884,000 to $1,000,000 (including for purposes of his participation in the Company’s annual cash incentive award for 2026); and (2) an increase in the effective “Continuation Period” severance multiple under his Change in Control Severance Agreement with the Company (as defined in such agreement) from two years to three years (primarily for purposes of calculating potential benefits under such agreement). The Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 provides a more detailed description of the material compensatory plans, contracts or arrangements to which Celso Goncalves is a party or in which Celso Goncalves participates. There are no arrangements or understandings between Celso Goncalves and any other persons pursuant to which he was appointed to serve in his new position. Celso Goncalves is the son of Lourenco Goncalves, the Chairman and Chief Executive Officer of the Company. Except as set forth above, there are no transactions or any currently proposed transaction in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Celso Goncalves had or will have a direct or indirect material interest. Except as set forth above, there are no other material compensatory plans, contracts or arrangements to which Celso Goncalves is a party or in which he participates that were entered into or materially amended in connection with Celso Goncalves’ appointment as President and Chief Financial Officer of the Company, nor any grants or awards to Celso Goncalves (or any related modifications) under any such plan, contract or arrangement in connection with Celso Goncalves’ appointment. As an employee director, Celso Goncalves will receive no additional compensation for his director service on the Board.