CLEVELAND-CLIFFS INC.CLF
CLEVELAND-CLIFFS INC. Stock Compensation Disclosure
NOTE 10 - STOCK COMPENSATION PLANS
As of December 31, 2025, we had outstanding awards under two share-based compensation plans: the 2021 Equity Plan and the A&R 2015 Equity Plan. As of December 31, 2025, there were 17.0 million remaining shares available for grant under the 2021 Equity Plan. No additional grants were issued from the A&R 2015 Equity Plan after the date of approval of the 2021 Equity Plan; however, all awards previously granted under predecessor plans will continue in accordance with the terms of the outstanding awards.
Upon vesting of share-based compensation awards, we issue shares from treasury shares before issuing new shares. Forfeitures are recognized when they occur.
STOCK-BASED COMPENSATION EXPENSE
The following table summarizes the total compensation expense recognized for stock-based compensation awards:
| Year Ended December 31, | |||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | 2023 | ||||||||||||||
| Cost of goods sold | $ | (11) | $ | (11) | $ | (9) | |||||||||||
| Selling, general and administrative expenses | (46) | (39) | (32) | ||||||||||||||
| Stock based compensation expense | (57) | (50) | (41) | ||||||||||||||
| Income tax benefit | 14 | 13 | 10 | ||||||||||||||
| Stock based compensation expense, net of tax | $ | (43) | $ | (37) | $ | (31) | |||||||||||
| Decrease in basic earnings per common share | $ | (0.08) | $ | (0.08) | $ | (0.06) | |||||||||||
| Decrease in diluted earnings per common share | $ | (0.08) | $ | (0.08) | $ | (0.06) | |||||||||||
The total compensation cost related to outstanding awards not yet recognized is $62 million as of December 31, 2025. This expense is expected to be recognized over the remaining weighted-average period of 1.7 years.
PERFORMANCE SHARES
The following table summarizes the performance award activity:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (Shares in millions) | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||
| Outstanding at beginning of year | 3.0 | $ | 30.33 | 2.5 | $ | 29.09 | 2.7 | $ | 18.53 | ||||||||||||||||||||||||||
| Granted | 2.1 | 19.76 | 1.2 | 30.36 | 1.1 | 31.88 | |||||||||||||||||||||||||||||
| Distributed | — | — | (0.5) | 25.12 | (1.8) | 6.50 | |||||||||||||||||||||||||||||
| Performance adjustment | (0.9) | 28.46 | (0.1) | 25.12 | 0.7 | 6.43 | |||||||||||||||||||||||||||||
| Forfeited/canceled | (0.3) | 23.70 | (0.1) | 30.57 | (0.2) | 28.65 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 3.9 | $ | 25.71 | 3.0 | $ | 30.33 | 2.5 | $ | 29.09 | ||||||||||||||||||||||||||
The outstanding performance shares vest over a period of three years and are intended to be paid out in common shares. Performance is measured on the basis of relative TSR for the period and measured against the constituents of the S&P Metals and Mining ETF Index. The number of shares actually earned at the end of the three-year period will vary, based on performance, from 0% to 200% of the number of performance shares granted.
We value our performance shares using a Monte Carlo simulation on the grant date. A correlation matrix of historical and projected stock prices was developed for both the Company and its predetermined peer group of metals and mining companies. The fair value assumes that the performance objective will be achieved. The expected term of the grant represents the time from the grant date to the end of the service period. We estimate the volatility of our common shares and that of the peer group of metals and mining companies using daily price intervals for all companies. The risk-free interest rate is the rate at the grant date on zero-coupon government bonds, with a term commensurate with the remaining performance period.
RESTRICTED STOCK UNITS
The following table summarizes the restricted stock units activity:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (Shares in millions) | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||
| Outstanding at beginning of year | 3.1 | $ | 19.40 | 2.5 | $ | 18.87 | 2.4 | $ | 13.66 | ||||||||||||||||||||||||||
| Granted | 2.6 | 11.85 | 1.2 | 19.54 | 1.2 | 19.30 | |||||||||||||||||||||||||||||
| Distributed | (0.9) | 19.24 | (0.6) | 17.55 | (0.9) | 5.99 | |||||||||||||||||||||||||||||
| Forfeited/canceled | (0.4) | 14.54 | — | 19.62 | (0.2) | 19.84 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 4.4 | $ | 15.38 | 3.1 | $ | 19.40 | 2.5 | $ | 18.87 | ||||||||||||||||||||||||||
We value our restricted stock units using the closing price of our common shares on the grant date. All of the outstanding restricted stock units are subject to continued employment, are retention based, and are payable in common shares or cash in certain circumstances at a time determined by the Compensation Committee at its discretion. Most restricted stock units were granted under three-year cliff vesting terms.
STOCK OPTIONS
The following table summarizes the stock option activity:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| (Shares in millions) | Number of Shares | Weighted Average Exercise Price | Number of Shares | Weighted Average Exercise Price | Number of Shares | Weighted Average Exercise Price | |||||||||||||||||||||||||||||
| Outstanding at beginning of year | 0.2 | $ | 11.77 | 0.5 | $ | 9.59 | 0.6 | $ | 10.39 | ||||||||||||||||||||||||||
| Exercised | — | 8.18 | (0.3) | 7.79 | (0.1) | 10.22 | |||||||||||||||||||||||||||||
| Forfeited/canceled | — | 13.48 | — | 20.11 | — | 21.05 | |||||||||||||||||||||||||||||
| Outstanding at end of year | 0.2 | $ | 11.86 | 0.2 | $ | 11.77 | 0.5 | $ | 9.59 | ||||||||||||||||||||||||||
| Exercisable at end of year | 0.2 | $ | 11.86 | 0.2 | $ | 11.77 | 0.5 | $ | 9.59 | ||||||||||||||||||||||||||
Stock options granted to date are fully vested with an expiration date of ten years from the date of grant. The total intrinsic value of options exercised in 2025 and 2024 was nominal and $4 million, respectively. As of December 31, 2025, all outstanding options were exercisable. For options outstanding as of December 31, 2025, the weighted-average remaining contractual life was 2.3 years and the aggregate intrinsic value was $1 million.
The fair value of stock options is estimated on the date of grant using a Black-Scholes model using the grant date price of our common shares, the option exercise price, the option’s expected term, the volatility of our common shares, the risk-free interest rate and the dividend yield over the option’s expected term.
NONEMPLOYEE DIRECTORS
Our nonemployee directors are entitled to receive restricted share awards under the Directors’ Plan. For 2025, 2024 and 2023, nonemployee directors were granted a specified number of restricted shares, with a value equal to $140,000 in each year. The number of shares is based on the closing price of our common shares on the grant date. The restricted share awards issued under the Directors' Plan generally vest 12 months from the grant date. The awards are subject to any deferral election and the terms of the Directors’ Plan and an award agreement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 9, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 8, 2024 | |
| 2022 | Feb 14, 2023 | |
| 2021 | Feb 11, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 8, 2019 | |
| 2017 | Feb 14, 2018 | |
| 2016 | Feb 9, 2017 | |
| 2015 | Feb 24, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.