clf-20260402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ___)

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Filed by the Registrant

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Filed by a Party other than the Registrant


Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

CLEVELAND-CLIFFS INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


LETTER TO OUR SHAREHOLDERS

April 2, 2026

Dear Fellow Shareholders:

The past year was a transitional one for Cleveland-Cliffs. We remained disciplined and made difficult but necessary decisions to position ourselves for improved performance in 2026. We exited non-core businesses, idled underperforming assets, extended our debt maturities and reduced capital expenditures to enhance our financial position.

As we enter 2026, the steel market is showing tangible improvements. Our order book has strengthened meaningfully, supported by Section 232 steel tariffs at 50%, the U.S. melted-and-poured requirements and reduced steel imports. In Canada, recently implemented tariff-rate quotas for imported steel are restoring rational pricing, resulting in improved conditions at Stelco. At the same time, we are optimizing our production footprint by shifting production from lower-margin slabs into higher-value flat-rolled products, improving both mix and profitability.

Automotive manufacturing is gradually reshoring, and Cleveland-Cliffs is uniquely positioned to benefit. During 2025, we secured multi-year agreements with every major OEM, locking in high-margin volumes and expanding market share. We are also driving innovation to expand our competitive advantage. We achieved a technological breakthrough by successfully substituting aluminum with Cleveland-Cliffs steel in stamped automotive components using existing aluminum-forming equipment. By eliminating tooling barriers, this advancement creates a clear and cost-effective pathway for customers to convert from aluminum to Cleveland-Cliffs steel.

A memorandum of understanding with POSCO, the world’s third largest steelmaker outside of China, was signed in September 2025. It is a direct consequence of growing interest by international companies in collaborating with U.S.-based manufacturers. At this time, discussions are still ongoing. Any partnership we might pursue with POSCO should be strategic and accretive for our shareholders.

Safety remains our highest priority. In 2025, we achieved our lowest Total Recordable Incident Rate of 0.8, representing a 43% reduction since becoming a steel company in 2020. This milestone reflects the unwavering commitment of our leadership, employees and contractors to a culture where safety is always the first consideration.

In summary, 2025 was a year of fixing what needed to be fixed. We streamlined our footprint, strengthened our balance sheet, improved our cost position and secured high-quality steel demand. As market conditions improve, we see a clear path to increased utilization, higher margins and stronger revenue generation. Cleveland-Cliffs has the assets, the capacity, the people and the discipline to deliver.

Thank you for your continued confidence and support.

Sincerely,

Lourenco Goncalves

Chairman, President and Chief Executive Officer


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 14, 2026

11:30 a.m. EDT

Online at www.virtualshareholdermeeting.com/CLF2026

To the Shareholders of Cleveland-Cliffs Inc.:

The 2026 Annual Meeting of Shareholders of Cleveland-Cliffs Inc. will be held in a virtual meeting format via live audio webcast on the Internet at www.virtualshareholdermeeting.com/CLF2026, at 11:30 a.m. EDT, on Thursday, May 14, 2026, for the following purposes:

1.To elect as directors the eight candidates nominated by the Board of Directors to act until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified;

2.To approve, on an advisory basis, our named executive officers’ compensation;

3.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2026 fiscal year; and

4.To transact such other business, if any, as may properly come before the 2026 Annual Meeting or any adjournment thereof.

In order to vote on the matters brought before the 2026 Annual Meeting, you may vote via the Internet, vote by telephone, complete and mail the proxy card, or vote online during the 2026 Annual Meeting, as explained on the proxy card. To participate in the 2026 Annual Meeting at www.virtualshareholdermeeting.com/CLF2026, you must enter the 16-digit control number found on your proxy card or your voting instruction form. You do not need to attend the virtual meeting in order to vote your shares.

Holders of record of our common shares at the close of business on March 16, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting or any adjournments thereof.

By Order of the Board of Directors,

James D. Graham

Executive Vice President, Chief Legal and Administrative Officer & Secretary

April 2, 2026

Cleveland, Ohio


YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY INTERNET, BY TELEPHONE, BY MAILING THE ENCLOSED PROXY CARD, OR BY VOTING ONLINE DURING THE 2026 ANNUAL MEETING.
The proxy statement and Cliffs’ Annual Report for the 2025 fiscal year are available at www.proxyvote.com. These materials also are available on Cliffs’ website at www.clevelandcliffs.com under “Investors.” If your shares are not registered in your own name, please follow the voting instructions from your bank, broker, nominee or other shareholder of record to vote your shares.


PROXY STATEMENT TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			4
MEETING INFORMATION			6
SUSTAINABILITY			8
Health and Safety			8
Environmental and Sustainability Management			8
Climate and Greenhouse Gas Emissions			9
Human Capital Development			10
Community Engagement and Charitable Giving			10
CORPORATE GOVERNANCE			11
Board Leadership Structure			11
Board’s Role in Risk Oversight			11
Board Meetings and Committees			12
Identification and Evaluation of Director Candidates			14
Communications With Directors			15
Code of Business Conduct and Ethics			15
Independence and Related Party Transactions			15
Insider Trading Policy			16
DIRECTOR COMPENSATION			17
Director Compensation for 2025			18
PROPOSAL 1 – ELECTION OF DIRECTORS			19
Information Concerning Director Nominees			21
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY			25
EQUITY COMPENSATION PLAN INFORMATION			26
COMPENSATION DISCUSSION AND ANALYSIS			27
Executive Summary			28
Executive Compensation Philosophy and Core Principles			31
Development and Oversight of Executive Compensation			34
Analysis of 2025 Compensation Decisions			37
Retirement and Deferred Compensation Benefits			43
Supplementary Compensation Policies			43
COMPENSATION COMMITTEE REPORT			46
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			46
COMPENSATION-RELATED RISK ASSESSMENT			46
EXECUTIVE COMPENSATION			47
Executive Compensation Tables and Narratives			47
Potential Payments Upon Termination or Change in Control			53
CEO Pay Ratio			57
Pay Versus Performance			58
RECOVERY OF ERRONEOUSLY-AWARDED COMPENSATION			61
PROPOSAL 2 – APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			63
AUDIT COMMITTEE REPORT			64
PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
INFORMATION ABOUT SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS			66
OTHER INFORMATION			66
ANNEX A			A-1


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information. Throughout this proxy statement, Cleveland-Cliffs Inc. is referred to as “Cleveland-Cliffs,” “Cliffs,” “the Company,” “we,” “us,” “our” and similar expressions. References in this proxy statement to “$” is to United States currency, unless otherwise stated.


2026 ANNUAL MEETING OF SHAREHOLDERS		(PAGE 6)

DATE AND TIME:	Thursday, May 14, 2026, at 11:30 a.m. EDT
PLACE:	Online at www.virtualshareholdermeeting.com/CLF2026
RECORD DATE:	March 16, 2026
VOTING:	Shareholders of record are entitled to vote by Internet at www.proxyvote.com; by telephone at 1-800-690-6903; by completing and returning the enclosed proxy card by mail; or by voting online during the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) at www.virtualshareholdermeeting.com/CLF2026 (beneficial holders must obtain a legal proxy from their broker, bank, nominee or other shareholder of record granting the right to vote).
PROXY MATERIALS:	This proxy statement, the accompanying proxy card and our 2025 Annual Report will be made available on or about April 2, 2026, to shareholders of record as of March 16, 2026.


ATTENDANCE AND PARTICIPATION AT THE 2026 ANNUAL MEETING

Our virtual 2026 Annual Meeting will be conducted on the Internet via live audio webcast. Shareholders will be able to participate online and submit questions in advance of the 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2026, beginning at 11:00 a.m. EDT on May 14, 2026. Shareholders will be able to vote their shares electronically during the 2026 Annual Meeting. To participate in the 2026 Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The 2026 Annual Meeting will begin promptly at 11:30 a.m. EDT. We encourage you to access the 2026 Annual Meeting prior to the start time. Online access will begin at 11:00 a.m. EDT. Guests may listen to a live audio webcast of the virtual 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2026, but guests are not entitled to participate. The virtual 2026 Annual Meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and smartphones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the 2026 Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the 2026 Annual Meeting. To ensure your shares are properly represented, please vote your proxy promptly even if you plan to join the 2026 Annual Meeting. QUESTIONS At the conclusion of the 2026 Annual Meeting, Lourenco Goncalves, our Chairman, President and Chief Executive Officer (“CEO”), will be available to answer questions submitted by shareholders. Shareholders may submit questions for the 2026 Annual Meeting after logging in, beginning at 11:00 a.m. EDT on May 14, 2026. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2026, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the 2026 Annual Meeting. We will answer as many shareholder-submitted questions as time permits. Additional information regarding the ability of shareholders to ask questions during the 2026 Annual Meeting, related rules of conduct and other materials for the 2026 Annual Meeting will be available at www.virtualshareholdermeeting.com/CLF2026. TECHNICAL DIFFICULTIES Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2026 beginning at 11:00 a.m. EDT on May 14, 2026, through the conclusion of the 2026 Annual Meeting.

1 | CLF 2026 PROXY STATEMENT

VOTING MATTERS

BOARD VOTE RECOMMENDATION

PAGE REFERENCE (for more detail)

Proposal 1

Election of Directors

FOR ALL

Director Nominees

Proposal 2

Approval, on an Advisory Basis, of Our Named Executive Officers’ Compensation (“Say-on-Pay”)

FOR

Proposal 3

Ratification of Independent Registered Public Accounting Firm

FOR

DIRECTOR NOMINEES RECOMMENDED BY THE BOARD

(PAGE 21)

NAME

AGE

DIRECTOR SINCE

POSITION

COMMITTEE MEMBERSHIPS (1)

Lourenco Goncalves

2014

Chairman of the Board, President and
Chief Executive Officer

Strategy and Sustainability*

Ralph S. Michael, III

2020

Lead Director

Governance*
Compensation

John T. Baldwin

2014

Director

Audit*
Compensation

Ron A. Bloom

2024

Director

Governance
Strategy and Sustainability

Edilson T. Camara

2025

Director

Compensation*

Jane M. Cronin

2025

Director

Audit

Ben Oren

2024

Director

Audit

Arlene M. Yocum

2020

Director

Audit
Strategy and Sustainability

* Committee chair

(1)Full committee names are: Audit – Audit Committee; Compensation – Compensation and Organization Committee; Governance – Governance and Nominating Committee; and Strategy and Sustainability – Strategy and Sustainability Committee.


SHAREHOLDER ENGAGEMENT (summary)			(PAGE 29)

We maintain open and proactive communications with the investment community. During 2025 and early 2026, we reached out to our top 25 shareholders, representing over 50% of our outstanding common shares (approximately 70% of the votes cast at our 2025 Annual Meeting of Shareholders), to solicit their perspectives on our compensation program, financial performance, corporate governance, sustainability and other topics. We also made our independent Lead Director available for these meetings. The feedback received from our outreach efforts is shared with and considered by our Board of Directors (the “Board”), and our engagement activities have generated valuable input that helps inform our decisions and strategy, when appropriate. See the sub-section entitled “Shareholder Engagement” in the Compensation Discussion and Analysis (“CD&A”) section for more details as to what we heard from our recent engagement activities and how we responded to that feedback.


EXECUTIVE COMPENSATION PHILOSOPHY AND CORE PRINCIPLES			(PAGE 31)

Our guiding executive compensation principles, as established by the Compensation Committee for 2025, were as follows: 1.Align short-term and long-term incentives with results delivered to shareholders; 2.Be transparent, helping to ensure that executives and shareholders understand our executive compensation programs, including the objectives, mechanics, compensation levels and opportunities provided; 3.Design an incentive plan that focuses on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative total shareholder return, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety); 4.Provide competitive fixed 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 5.Continue to structure programs 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 a clawback policy related to incentive compensation for our executive officers.

2 | CLF 2026 PROXY STATEMENT


2025 EXECUTIVE COMPENSATION SUMMARY			(PAGE 47)

The numbers in the following table showing the 2025 compensation of our named executive officers (the “NEOs”) were determined in the same manner as the numbers in the corresponding columns in the 2025 Summary Compensation Table (the “SCT”) (provided later in this proxy statement); however, they do not include information regarding changes in pension value and non-qualified deferred compensation earnings and information regarding all other compensation, each as required to be presented in the SCT under the rules of the U.S. Securities and Exchange Commission (the “SEC”). As such, this table should not be viewed as a substitute for the SCT.


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


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			(PAGE 65)

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These factors and uncertainties include, but are not limited to, the factors, risks and uncertainties described in Part I., Item 1A., “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, and those described from time to time in our future reports filed with the SEC. Except to the extent required by law, we do not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made. Forward-looking and other statements in this proxy statement regarding our greenhouse gas (“GHG”) reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

3 | CLF 2026 PROXY STATEMENT


QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

1. What proposals are to be presented at the 2026 Annual Meeting?

The purpose of the 2026 Annual Meeting is to: (1) elect the eight directors nominated by the Board in this proxy statement; (2) approve, on an advisory basis, our NEOs’ compensation; (3) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2026 fiscal year; and (4) conduct such other business as may properly come before the 2026 Annual Meeting.

2. What is the difference between a “shareholder of record” and a “beneficial owner”?

These terms describe the manner in which your shares are held. If your shares are registered directly in your name through Broadridge, our transfer agent, then you are the registered holder, or “shareholder of record." If your shares are held through a bank, broker, nominee or other shareholder of record, then you are considered the “beneficial owner” of those shares.

3. How does the Board recommend that I vote?

The Board unanimously recommends that you vote:

•FOR ALL of the eight individuals nominated by the Board for election as directors;

•FOR the approval, on an advisory basis, of our NEOs’ compensation; and

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2026 fiscal year.

4. Who is entitled to vote at the 2026 Annual Meeting?

The record date for the 2026 Annual Meeting is March 16, 2026 (the “Record Date”). On the Record Date, we had outstanding 570,396,523 common shares, $0.125 par value per share. All common shareholders of record as of the Record Date are entitled to vote at the 2026 Annual Meeting. In this proxy statement, we refer to our common shares as our "shares" and the holders of such shares as our "shareholders."

5. How do I vote?

You may vote using any of the following methods:

Shareholders of Record. If your shares are registered in your name, you may vote online during the virtual 2026 Annual Meeting at www.virtualshareholdermeeting.com/CLF2026 or you may vote by proxy. If you decide to vote by proxy, you may do so over the Internet, by telephone or by mail.

•Over the Internet. After reading the proxy materials and with your proxy card in front of you, you may use a computer to access the website www.proxyvote.com. You will be prompted to enter your control number from your proxy card. This number will identify you as a shareholder of record. Follow the simple instructions that will be given to you to record your vote.

•By telephone. After reading the proxy materials and with your proxy card in front of you, you may call the toll-free number appearing on the proxy card, using a touch-tone telephone. You will be prompted to enter your control number from your proxy card. This number will identify you as a shareholder of record. Follow the simple instructions that will be given to you to record your vote.

•By mail. If you received a paper copy of the proxy card by mail, after reading the proxy materials, you may mark, sign and date your proxy card and return it in the prepaid and addressed envelope provided.

The Internet and telephone voting procedures have been set up for your convenience and have been designed to authenticate your identity, allow you to submit voting instructions and confirm that those instructions have been recorded properly.

Shares Held by Bank, Broker, Nominee or Other Shareholder of Record. If your shares are held by a bank, broker, nominee or other shareholder of record, that entity will provide you with separate voting instructions. All nominee share interests may view the proxy materials using the link www.proxyvote.com.

If your shares are held in the name of a brokerage firm, your shares may be voted on certain proposals presented at the 2026 Annual Meeting even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under applicable rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from

4 | CLF 2026 PROXY STATEMENT

QUESTIONS & ANSWERS

the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is referred to as a “broker non-vote.” The ratification of Deloitte & Touche LLP as our registered independent public accounting firm is considered a routine matter for which a brokerage firm that holds your shares may vote your shares without your instructions. The election of directors and the approval, on an advisory basis, of our NEOs' compensation are not considered routine matters, and, therefore, a brokerage firm that holds your shares may not vote your shares for such proposals without your instructions.

6. What can I do if I change my mind after I vote?

You may revoke your proxy at any time before the polls are closed for voting at the 2026 Annual Meeting by: (i) executing and submitting a revised proxy bearing a later date; (ii) providing a written revocation to the Secretary of Cliffs; or (iii) voting online during the virtual 2026 Annual Meeting at www.virtualshareholdermeeting.com/CLF2026. If you do not hold your shares directly, you should follow the instructions provided by your bank, broker, nominee or other shareholder of record to revoke your previously voted proxy.

7. What vote is required to approve each proposal?

With respect to Proposal 1, the nominees receiving a plurality vote of the shares will be elected. However, under our majority voting policy contained in our Board-adopted Corporate Governance Guidelines, in an uncontested election, any director-nominee that is elected by a plurality vote but fails to receive a majority of the votes cast (excluding 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.

With respect to Proposal 2, approval, on an advisory basis, of our NEOs’ compensation requires the affirmative vote of a majority of the shares present, in person or represented by proxy, at the 2026 Annual Meeting and entitled to vote on the proposal.

With respect to Proposal 3, the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the 2026 fiscal year will pass with the affirmative vote of a majority of the shares present, in person or represented by proxy, at the 2026 Annual Meeting and entitled to vote on the proposal.

8. Can I attend the 2026 Annual Meeting in person?

The 2026 Annual Meeting will be held exclusively online, with no option to attend in person. If you plan to attend the 2026 Annual Meeting virtually, you will need to visit www.virtualshareholdermeeting.com/CLF2026 and use your 16-digit control number to log into the meeting. If you do not have a 16-digit control number, you may still attend the virtual 2026 Annual Meeting as a guest in listen-only mode. We encourage shareholders to log into the website and access the webcast early, beginning approximately 30 minutes before the 11:30 a.m. EDT start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/CLF2026.

5 | CLF 2026 PROXY STATEMENT


MEETING INFORMATION

The accompanying proxy is solicited by the Board for use at the 2026 Annual Meeting and any adjournments or postponements thereof. This proxy statement, the accompanying proxy card, and our 2025 Annual Report will be made available on or about April 2, 2026, to our shareholders of record as of the Record Date.

PROXY MATERIALS

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with rules adopted by the SEC, we are using the Internet as our primary means of furnishing proxy materials to our shareholders. Accordingly, most shareholders will not receive paper copies of our proxy materials.

We will instead send our shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials and voting electronically over the Internet or by telephone, also known as Notice and Access. The notice also provides information on how shareholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our shareholders can access these materials.

On or about April 2, 2026, we will mail to each shareholder of record as of the Record Date (other than those shareholders who previously had requested paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials, including this proxy statement and the 2025 Annual Report, on the Internet and how to access a proxy card to vote via the Internet or by telephone.

The close of business on March 16, 2026, has been fixed as the Record Date for the 2026 Annual Meeting, and only shareholders of record at that time will be entitled to vote.

The Notice of Internet Availability of Proxy Materials will contain a 16-digit control number that shareholders will need to access the proxy materials, to request paper or electronic copies of the proxy materials, and to vote their shares via the Internet or by telephone.

HOUSEHOLDING

We are permitted to send a single copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials (if paper delivery was previously requested) to shareholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs and reduce our environmental impact by printing fewer paper copies. If you are the beneficial owner, but not the record holder, of Cliffs shares, your bank, broker, nominee or other shareholder of record may only deliver one copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials and, as applicable, any other proxy materials that are made available until such time as you or other shareholders sharing your address notify your nominee that you wish to receive separate copies. Beneficial owners sharing an address who are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or sets of proxy materials and who wish to receive a single copy or set in the future will need to contact their bank, broker, nominee or other shareholder of record. A shareholder who wishes to receive a separate copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials, or shareholders who share the same address that are currently receiving multiple copies of the Notice of Internet Availability of Proxy Materials or sets of proxy materials and who wish to receive a single copy or set, either now or in the future, may submit this request by writing to our Secretary at Cleveland-Cliffs Inc., 200 Public Square, Suite 3300, Cleveland, Ohio 44114, or by calling our Investor Relations department at (800) 214-0739, and it will be delivered promptly.

PROXY SOLICITATION

We will bear the cost of solicitation of proxies. We have engaged Okapi Partners LLC to assist in the solicitation of proxies for fees and disbursements not expected to exceed approximately $65,000 in the aggregate. In addition, employees and representatives of the Company may solicit proxies, and we will request that banks and brokers or other similar agents or fiduciaries transmit the proxy materials to beneficial owners for their voting instructions, and we will reimburse them for their expenses in so doing.

VOTING RIGHTS

Shareholders of record on the Record Date are entitled to vote at the 2026 Annual Meeting. On the Record Date, there were outstanding 570,396,523 common shares entitled to vote at the 2026 Annual Meeting. A majority of the common shares entitled to vote must be represented at the 2026 Annual Meeting, in person or by proxy, to constitute a quorum and to transact business. Each outstanding share is entitled to one vote in connection with each item to be acted upon at the 2026 Annual Meeting. You may submit a proxy by electronic transmission via the Internet, by telephone or by mail, as explained on your proxy card.

6 | CLF 2026 PROXY STATEMENT

MEETING INFORMATION

VOTING OF PROXIES

The common shares represented by properly authorized proxies will be voted as specified. It is intended that the shares represented by properly authorized proxies on which no specification has been made will be voted: (1) FOR ALL of the eight director nominees named herein or such substitute nominees as the Board may designate; (2) FOR the approval, on an advisory basis, of our NEOs' compensation; (3) FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2026 fiscal year; and (4) at the discretion of the persons named as proxies on all other matters that may properly come before the 2026 Annual Meeting.

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.

COUNTING VOTES

The results of shareholder voting will be tabulated by the inspector of elections appointed for the 2026 Annual Meeting. We intend to treat properly authorized proxies as “present” for purposes of determining whether a quorum has been achieved at the 2026 Annual Meeting. Abstentions and broker non-votes will also be counted for purposes of determining whether a quorum is present.

Abstentions and broker non-votes will have no effect with respect to the election of directors. Abstentions will have the effect of votes against, and broker non-votes will have no effect with respect to, the advisory vote regarding the compensation of our NEOs. Abstentions will have the effect of votes against the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm is considered a routine matter and, as a result, we do not expect to have broker non-votes with respect to this proposal.

7 | CLF 2026 PROXY STATEMENT


SUSTAINABILITY

2025 SUSTAINABILITY HIGHLIGHTS

0.8 Total Recordable Incident Rate (including contractors)

Our absolute Scope 1 and Scope 2 GHG emissions decreased by 10% from 2023

~90%

Union membership (hourly workforce)

•B score for CDP Climate and Water Security

Cleveland-Cliffs’ Core Values are at the heart of everything we do.

100% of our steel contains

recycled steel scrap

$4.2 million

donated to communities

by Cleveland-Cliffs

and the Foundation

OUR COMMITMENT TO SUSTAINABILITY

We produce the highest qualities of steel while advocating for what is best practice in our industry – balancing economic, community and environmental goals to ensure our business meets the needs of the present without compromising the future. Our portfolio of critical steel products, enabled through our vertically integrated footprint, is strengthening North America's industrial base, and supporting national security. Our workforce drives our success, and we are proud to partner with labor unions. We invest in our host communities by fostering two-way dialogue and identifying tangible ways to address community need. We strive to manage environmental impacts, reduce our GHG emissions and evaluate opportunities to further decarbonize our operations for the long term. We continue to report on our efforts in our annual sustainability report.

We prioritize efficient use of raw materials, as we internally produce much of the feedstocks we use in North America. Our high-quality ferrous raw materials, including iron ore pellets, hot briquetted iron and prime scrap, enable us to produce our high-quality grades and specialty steel products sustainably and consistently. We produce 100% of our steel from basic oxygen furnace and electric arc furnace mills with recycled content, and following its end use, that same steel can be further recycled.

HEALTH AND SAFETY

Safe production is our primary Core Value, as we continue to reinforce a zero-injury culture at our facilities. We constantly monitor our safety performance and make continuous improvements to effect change. Best practices and incident learnings are shared regularly throughout the Company to ensure each facility can administer the most effective policies and procedures for enhanced workplace safety. We discuss our safety programs and performance with our Board at each meeting. Progress is accomplished through a focus on proactive sustainable safety initiatives, and results are measured against established industry and Company benchmarks, including our Company-wide Total Recordable Incident Rate. During 2025, our Total Recordable Incident Rate (including contractors) was 0.8 per 200,000 hours worked – an 11% improvement from the prior year’s performance.

ENVIRONMENTAL AND SUSTAINABILITY MANAGEMENT

Our sustainability program focuses on initiatives that enhance the resilience and success of our overall business strategy. Sustainability efforts are overseen at the highest levels of our corporate governance structure through our Board’s Strategy and Sustainability Committee, which is led by our Chairman, President and CEO. Along with reviewing our strategic opportunities and projects, this committee oversees implementation of our sustainability initiatives, which includes review of major sustainability risks and opportunities. We work to ensure compliance with environmental permits and applicable regulatory

8 | CLF 2026 PROXY STATEMENT

SUSTAINABILITY

requirements and maintain a high certification rate for ISO 14001 standards at 100% of our steelmaking facilities. We also invest capital for environmental matters to maintain our social license to operate, with $66 million invested during 2025.

We continue to participate in various programs sponsored by the U.S. Department of Energy (“DOE”). In 2024, we announced that two of our investments were selected for up to $575 million in total award funding from the DOE. This awarded funding includes up to $500 million at our Middletown facility in Ohio, and up to $75 million at our Butler facility in Pennsylvania. 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. The Butler project involves replacing natural gas furnaces with electric induction furnaces for high-temperature reheating of grain oriented electrical steel. In 2025, we worked closely with DOE personnel to ensure alignment between the objectives of these steel mill investments and the goals of the new Presidential Administration.

CLIMATE AND GREENHOUSE GAS EMISSIONS

Cliffs’ absolute GHG emissions decreased year over year, and we continued work on investments and initiatives that support GHG emission efficient iron and steelmaking aligned with our overall business strategy. When compared to the global average emissions intensity of integrated steel mills, meaning those utilizing blast furnaces and basic oxygen furnaces, our Scope 1 and 2 GHG emissions intensity is significantly lower.

In May 2024, we announced GHG emissions reduction targets after we successfully achieved our prior commitment set in 2021 to reduce Scope 1 (direct emissions) and Scope 2 (indirect emissions from purchased electricity or other forms of energy) GHG emissions by 25% by 2030, relative to 2017 levels, well ahead of our 2030 target year. We established goals for Scope 1, Scope 2 and material upstream Scope 3 GHG emissions, relative to 2023 levels, for 2035 and long-term goals for 2050.

We track and report annually our GHG emissions in our sustainability report, as well as to regulatory agencies and third-party sustainability ratings platforms. In 2025, we provided our responses to CDP’s (f/k/a Carbon Disclosure Project) annual Climate and Water Security questionnaires. For the past five years, we have maintained a ‘B’ score with CDP for our Climate disclosure. Additionally, we maintained a ‘B’ score with CDP for our Water Security disclosure. The below charts demonstrate the year-over-year trend of GHG emissions performance of our Company-wide mining, iron, steel and downstream facilities, over the last three years.

9 | CLF 2026 PROXY STATEMENT

SUSTAINABILITY

HUMAN CAPITAL DEVELOPMENT

Recruiting, developing and retaining top talent is critical to our success and sustainability. We are committed to creating an inclusive work environment that promotes respect for all of our co-workers and reflects the communities in which we operate. Approximately 90% of our hourly workforce, including our Stelco locations, are represented by one of three prominent labor unions: the United Steelworkers (“USW”), the United Auto Workers, and the International Association of Machinists. The hardworking union-represented men and women of Cliffs are the lifeblood of our Company, and we value our collaborative partnerships with these prominent unions. We provide our employees the opportunity to continuously improve their own skill sets through a robust offering of training programs. One example is our Skilled Craft and Apprenticeship Training programs, which saw more than 600 employees complete relevant technical training and upskilling coursework during 2025. We provide our employees with competitive salaries and incentive-based bonus programs that present above-market compensation opportunities when our Company performs well to attract, motivate, reward and retain high-performing employees.

COMMUNITY ENGAGEMENT AND CHARITABLE GIVING

Throughout 2025, we maintained our engagement efforts within Cliffs’ host communities to build meaningful relationships with local stakeholders. We have a dedicated team managing inquiries for our operations through our Community Inquiry Program. Since the launch of this program in 2022, Cleveland-Cliffs has received and responded to more than 1,000 inquiries across the company’s operating footprint. We amplified our volunteerism by organizing volunteer opportunities, making it easy for employees to give back to causes most important to them. In addition, collections were hosted to support food drives, school supply drives, holiday gift drives, hurricane relief and more. Since 2021, more than $3 million has been awarded from The Cleveland-Cliffs Foundation (the “Foundation”) to organizations addressing the issue of food insecurity in the communities where we operate. In 2025, Cleveland-Cliffs donated over $4.2 million to our local communities.

References to our sustainability reports and the contents thereof do not constitute incorporation by reference of the information contained in our sustainability reports, and such information is not part of this proxy statement.

10 | CLF 2026 PROXY STATEMENT


CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE

The Chairman of the Board is Lourenco Goncalves, who is also our President and CEO. Pursuant to our Corporate Governance Guidelines, when the positions of Board Chair and CEO are held by one individual, or if the Board Chair is a Cliffs executive, then the Governance Committee recommends to the Board a Lead Director. Ralph S. Michael, III currently serves as our Lead Director. The Board believes that this leadership structure is the optimal structure to guide our Company and to maintain the focus to achieve our business goals and represents our shareholders' best interests.

Under this leadership structure, Mr. Goncalves, as Chairman, is responsible for overseeing and facilitating communications between our management and the Board, for setting the meeting schedules and agendas, and for leading discussions during Board meetings. In his combined role, Mr. Goncalves has the benefit of Cliffs personnel to help with extensive meeting preparation, responsibility for the process of recordkeeping of all Board deliberations, and the benefit of direct daily contact with management and the internal audit department. The Chairman works closely with the Lead Director in setting meeting agendas and in ensuring that essential information is communicated effectively to the Board.

The Lead Director’s responsibilities include: chairing executive session meetings of the independent directors; leading the Board’s processes for evaluating the CEO; presiding at all meetings of the Board at which the Chairman is not present; serving as a liaison between the Chairman and the independent directors; and meeting separately at least annually with each director.

This leadership structure provides our Chairman with the readily available resources to manage the affairs of the Board while allowing our Lead Director to provide effective and timely advice and guidance. Our governance process is based on our Corporate Governance Guidelines, which are available on our website at www.clevelandcliffs.com under “Investors” then “Governance” and then “Governance Documents”.

In accordance with the corporate governance listing standards of the New York Stock Exchange (the “NYSE”), our non-management directors meet at regularly scheduled executive sessions without management present. These meetings take place at least quarterly.

BOARD’S ROLE IN RISK OVERSIGHT

The Board as a whole oversees our enterprise risk management (“ERM”) process. The Board executes its risk oversight role in a variety of ways. The full Board regularly discusses the key strategic risks facing Cliffs.

The Board delegates oversight responsibility for certain areas of risk to its committees. Generally, each committee oversees risks that are associated with the purpose of and responsibilities delegated to that committee. For example, the Audit Committee oversees risks related to accounting and financial reporting, as well as information security risks. In addition, pursuant to its charter, the Audit Committee periodically reviews our ERM process. The Compensation Committee monitors risks related to development and succession planning for the CEO and other executive officers, as well as compensation and related policies and programs for executive and non-executive officers and management. The Governance Committee handles risks with respect to Board composition, membership and structure, and corporate governance matters. The Strategy and Sustainability Committee oversees, advises on, and monitors risks and opportunities relating to our strategic planning activities, long-term business objectives, and environmental, social and governance (“ESG”) matters, including sustainability goals and initiatives, climate-related risks and decarbonization opportunities. As appropriate, the respective committees’ Chairpersons provide reports to the full Board.

Management is responsible for the day-to-day management of our risks. The ERM process includes the involvement of management in the identification, assessment, mitigation and monitoring of a wide array of potential risks, from strategic to operational to compliance-related risks throughout the Company. Executive management regularly reports to the Board or relevant committees regarding Cliffs’ key risks and the actions being taken to manage these risks. For example, as described more fully in Item 1C. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management, including the Chief Information Officer and Chief Information Security Officer with support from our cybersecurity team, updates the Audit Committee at least twice each year regarding our cybersecurity programs, material cybersecurity risks and mitigation strategies, and the Audit Committee then regularly reports on such matters to the full Board.

The Company believes that its leadership structure supports the risk oversight function of the Board. Each committee is involved in carrying out the Board’s risk oversight function and, except for the Strategy and Sustainability Committee, independent directors chair each of our committees.

11 | CLF 2026 PROXY STATEMENT

CORPORATE GOVERNANCE

BOARD MEETINGS AND COMMITTEES

Our directors discharge their responsibilities in a variety of ways, including reviewing reports to directors, visiting our facilities, corresponding with the CEO, and conducting telephone conferences with the CEO and other directors regarding matters of interest and concern to Cliffs. In addition, our directors have regular access to our senior management. All committees regularly report their activities, actions and recommendations to the full Board.

During 2025, our Board held seven meetings. Each director attended, either in person or by telephone conference, at least 93% of the Board and committee meetings held while serving as a director or committee member in 2025. Pursuant to Board policy, all serving directors are expected to attend all Board and committee meetings, as well as our Annual Meeting of Shareholders. All of our then-serving directors who were standing for re-election attended the 2025 Annual Meeting of Shareholders.

The Board currently has four standing committees: the Audit Committee (the “Audit Committee”), the Compensation and Organization Committee (the “Compensation Committee”), the Governance and Nominating Committee (the “Governance Committee”), and the Strategy and Sustainability Committee (the “Strategy and Sustainability Committee”). Each of these four committees has a charter that can be found on our website at www.clevelandcliffs.com under “Investors” then “Governance”. A biographical overview of the members of our committees can be found beginning on page 21.

BOARD COMMITTEES


AUDIT COMMITTEE

MEMBERS: 4	INDEPENDENT: 4	2025 MEETINGS: 8

SEC Form DEF 14A filed by Cleveland-Cliffs Inc.