Cleveland‑Cliffs Execs Shift to Long‑Term Equity: James D Buys Massive RSUs, TMUs in Bold Confidence Move

Insider Activity at Cleveland‑Cliffs Highlights Strategic Reward Structure

Cleveland‑Cliffs’ latest 4‑form filing on February 18, 2026 shows EVP Chief Legal, Administrative & Securities Officer Graham James D buying 141,991 Restricted Stock Units (RSUs) and 141,991 Target Market Units (TMUs). Both awards vest on the third anniversary of the grant date (Feb 18 2026) and are tied to a three‑year performance window. The purchase was made at an intraday price of $10.65, a fraction above the closing price of $10.27, suggesting the company’s executive team is willing to pay a modest premium for equity‑linked incentives that lock in future performance.

Implications for Investors

The issuance of RSUs and TMUs reflects Cleveland‑Cliffs’ ongoing emphasis on long‑term alignment of executive incentives with shareholder value. Since the awards vest over three years, they create a future cash‑flow obligation that may slightly dampen short‑term earnings but signals management confidence in the company’s growth trajectory. For investors, the transaction adds depth to the company’s equity‑compensation policy: while current trading shows a modest 2.6 % weekly gain, the underlying fundamentals—such as a market cap of $5.86 B and a historically negative P/E of –3.62—indicate that the firm is still navigating a volatile metals market. Executives purchasing RSUs and TMUs can be interpreted as a vote of confidence in the company’s ability to weather commodity swings and capitalize on any tariff adjustments highlighted by recent trade‑policy commentary.

What the Broader Insider Activity Says About Cleveland‑Cliffs’ Culture

The February 18 filing is part of a broader wave of insider transactions: the company’s top five executives—Floriani, Goncalves, Koci, GONCALVES, and Smith—each executed two buy transactions involving restricted and market units. This pattern demonstrates a corporate culture that rewards senior leaders with equity tied to performance milestones, rather than cash bonuses alone. For investors, the consistency of these purchases indicates a management group that is not only confident in its strategic direction but also committed to aligning its personal wealth with the company’s long‑term performance.

Profile of Graham James D: A History of Share Disposition

Graham James D’s transaction history shows a distinct pattern: he has sold 120,000 common shares in May 2025 at $6.85 and 13,991 shares in January 2026 at $13.20, reducing his holdings from roughly 492,250 to 478,258 shares. These sales occurred when the stock was trading near the lower end of its 52‑week range (≈$5.63) and just above the average market price. The decision to divest during a period of declining share price suggests a pragmatic approach to liquidity management, allowing James to rebalance his portfolio while still holding a significant stake that aligns his interests with shareholders. The recent RSU and TMU awards, however, indicate a shift toward long‑term equity appreciation rather than short‑term cash flows.

Looking Ahead

With the company’s core business rooted in steel production amid fluctuating commodity prices and tariff uncertainty, the alignment of executive incentives with performance is paramount. The current insider activity—particularly James’ shift from cash sales to equity awards—points to a leadership team that is preparing for a longer‑term upside, potentially riding any future price rebounds or tariff relief. For investors, this mix of short‑term liquidity and long‑term incentive alignment suggests a balanced risk profile: the company is positioned to reward performance while maintaining the flexibility to navigate market cycles.