U. S. Steel SEC Filings

United States Steel Corp (NYSE: X) reports significant insider transaction following the completion of its merger with Nippon Steel North America on June 18, 2025. SVP, General Counsel & CCO Duane D. Holloway's holdings were affected by the merger transaction at $55 per share.

Key transaction details:

• 209,170 shares of common stock converted to cash consideration
• 122,687 Performance Stock Units (PSUs) acquired and immediately converted to cash
• 4,968.477 shares held in 401(k) plan liquidated

These transactions were executed as part of the merger agreement dated December 18, 2023, where all shares were converted to cash at $55 per share (Per Share Merger Consideration), subject to applicable tax withholdings. The transactions reflect the complete liquidation of Holloway's equity position in United States Steel following the merger's effective time.

United States Steel Corporation (X) filed a Form 4 on 18 June 2025 for Manpreet S. Grewal, Vice President, Controller & Chief Accounting Officer. All reported transactions are mechanical conversions tied to the closing of the previously announced merger with Nippon Steel North America, Inc. Under the December 18, 2023 Merger Agreement, every share of U.S. Steel common stock was exchanged for $55.00 in cash at the Effective Time.

The filing shows:

• 69,206 directly-held shares disposed for cash.
• 9,889 performance stock units (PSUs) first deemed earned, then immediately cashed out.
• 2,934.579 shares held in the 401(k) plan liquidated for cash.

Jessica Graziano, SVP & Chief Financial Officer of United States Steel, reported multiple transactions related to the completion of the merger with Nippon Steel North America on June 18, 2025. The transactions reflect the conversion of various equity holdings as part of the merger agreement at $55.00 per share:

• Disposition of 211,444 shares of common stock, including restricted stock units and performance stock units
• Acquisition of 149,488 performance-based stock units (PSUs) that were deemed earned pre-merger
• Immediate disposition of these 149,488 PSUs for cash consideration
• Liquidation of 2,782.436 shares held in the company's 401(k) plan

These transactions were executed as part of Nippon Steel North America's acquisition of United States Steel, with all equity holdings being converted to cash at the merger consideration of $55.00 per share, less applicable tax withholdings. The filing represents the final disposition of the executive's equity holdings in the company following the merger's completion.

Scott D. Buckiso, SVP & Chief Manufacturing Officer - North American Flat-Rolled at United States Steel, reported significant securities transactions following the completion of Nippon Steel North America's acquisition of U.S. Steel on June 18, 2025.

Key transaction details:

• 213,814 shares of common stock converted to cash at $55.00 per share
• 122,687 Performance Stock Units (PSUs) were first acquired then immediately converted to cash
• 10,368.572 shares held in 401(k) plan were liquidated
• Stock options for 16,280 shares (10,820 at $14.78 and 5,460 at $39.265) were converted to cash based on the difference between $55.00 and strike price

These transactions were part of the merger agreement between U.S. Steel and Nippon Steel North America, where all equity securities were converted to cash consideration of $55.00 per share at the merger's effective time.

Form 4 overview: United States Steel Corporation (ticker X) filed a Form 4 reporting transactions by James E. Bruno, SVP Business Development, on 18 June 2025 – the same day the company completed its merger with Nippon Steel North America.

Key non-derivative activity (Table I):

• 162,367 common shares were disposed (coded “D”) at the Effective Time and converted into the right to receive $55 cash per share (Per-Share Merger Consideration).
• 122,687 performance stock units (PSUs) were first deemed acquired (coded “A”) as earned awards and were then immediately disposed (coded “D”) for the same $55 cash consideration.
• 6,178.723 shares held in the company 401(k) plan were liquidated for cash at $55 per share.

Derivative activity (Table II): 5,460 stock options with a $39.265 exercise price were canceled and cashed out for the intrinsic value difference versus the $55 merger price.

Post-transaction ownership: After all conversions, Bruno reports zero direct or indirect ownership of United States Steel equity; all equity interests have been settled in cash.

Context & implications: Every transaction flowed automatically from the merger agreement dated 18 December 2023. The filing confirms (1) the merger closed on 18 June 2025, (2) insiders received the agreed $55 per share, and (3) outstanding share-based awards and options have been extinguished. No open-market trading occurred and no price discovery beyond the pre-announced merger consideration is implied. For investors, the Form 4 is primarily procedural, signalling that insider equity interests have been fully cashed out and that Section 16 reporting obligations are likely to cease going forward.

United States Steel Corporation (symbol: X) – Form 4 filing dated 18 June 2025 details the final disposition of equity held by Senior Vice-President Daniel R. Brown following the closing of the previously announced merger with Nippon Steel North America.

Key facts

• Merger became effective 18 June 2025, triggering a cash payout of $55.00 per share ("Per Share Merger Consideration") as stipulated in the 18 December 2023 Merger Agreement.
• 130,456 directly-held common shares were converted to cash at $55, less withholding taxes.
• 32,574 performance stock units (PSUs) were deemed earned immediately prior to the effective time and likewise cashed out at $55.
• The same 32,574 PSUs were then reported as disposed (cash conversion) immediately after recognition.
• 4,950.373 shares held through the Company 401(k) plan were liquidated for cash at $55.
• Outstanding stock options covering 850 shares with a $39.265 strike were cancelled for a cash payment equal to the intrinsic value ($55 minus strike price) per option.
• Following these transactions, the reporting person reports zero remaining direct or indirect equity interest in U.S. Steel.

The filing principally confirms mechanical settlement of equity awards and options as required by the merger closing. No new shares were purchased and no open-market sales occurred; all entries represent automated cash conversion under the merger terms.

United States Steel Corp (NYSE: X) Director David Sutherland reported a significant insider transaction following the completion of the Nippon Steel merger on June 18, 2025. As part of the merger transaction:

• Sutherland disposed of 250,800.915 shares of common stock
• The shares were converted to cash at $55.00 per share as per the merger agreement
• Following the transaction, Sutherland owns 0 shares directly

This Form 4 filing reflects the culmination of the merger agreement dated December 18, 2023, between Nippon Steel North America and United States Steel. The transaction involved the conversion of all company shares and deferred restricted stock units into cash consideration at the specified merger price, marking the completion of Nippon Steel's acquisition of U.S. Steel.