CLEVELAND-CLIFFS INC.

Implications for EMPI Plan Award Payouts. The only financial performance measure used to determine payouts under the Company’s EMPI Plan awards for 2022, 2023 and 2024 was Adjusted EBITDA (50% weighting). However, payouts under the 2022 EMPI Plan awards were not subject to recovery under the Compensation Clawback Policy, because such payouts were received prior to October 2, 2023 (the effective date of the Compensation Clawback Policy); further, there were no payouts under the 2024 EMPI Plan awards based on the Adjusted EBITDA measure to be subject to potential recovery. 2023 Adjusted EBITDA was affected by the Accounting Restatement. In none of 2022, 2023 and 2024 were any other measures relevant for EMPI Plan awards (namely, the Safety Scorecard and the Strategic Initiatives) affected by the Accounting Restatement.

Adjusted EBITDA Measure Under 2023 EMPI Plan Awards Payouts. The Compensation Committee determined that Adjusted EBITDA for 2023 under the EMPI Plan was overstated by $18 million ($1,893 million instead of $1,911 million) as a result of the Accounting Restatement, changing the overall payout level under the Adjusted EBITDA measure in the 2023 EMPI Plan from 188.9% of the target goal to 186.6% of the target goal. As a consequence of this reduction, payouts to applicable Covered Officers under the 2023 EMPI Plan awards attributable to Adjusted EBITDA were determined by the Compensation Committee to be $16,745,484 (rather than the $16,951,886 actually paid), in the aggregate, resulting in aggregate erroneously-awarded compensation of $206,402.

Implications for LTI Program Payouts. The only financial performance measure used to determine payouts under the Company’s LTI performance share and performance cash awards for 2020-2022, 2021-2023 and 2022-2024 was relative TSR (100% weighting in each year for each award type). However, payouts under the 2020-2022 LTI performance share and performance cash awards were not subject to recovery under the Compensation Clawback Policy, because such payouts were received prior to October 2, 2023 (the effective date of the Compensation Clawback Policy). Further, there were no payouts