U.S. Steel Finalizes Sale to Nippon Steel, Resets Board & Officers

Rhea-AI Filing Summary

United States Steel Corporation (NYSE: X) has closed its previously announced merger with Nippon Steel North America, Inc. On 18 June 2025, the wholly-owned merger vehicle, 2023 Merger Subsidiary, was merged into U. S. Steel, leaving the Company as the surviving entity and a direct subsidiary of Nippon Steel North America. The transaction was effected under the 18 December 2023 Agreement and Plan of Merger, which is incorporated by reference as Exhibit 2.1.

In parallel, the Company entered into a National Security Agreement (NSA) with the U.S. Departments of Treasury and Commerce. Under the NSA, U. S. Steel will issue one share of Class G “Golden Share” Preferred Stock to the U.S. Government. That single share carries special governance, domestic production, and trade-related rights, and its holder will have board representation once regulatory approvals are obtained.

Governance changes were immediate and sweeping. All incumbent directors were removed at the merger’s effective time. Hiroshi Ono (pre-merger sole director of the subsidiary) automatically became the Company’s sole director and then appointed Takahiro Mori, Naoki Sato, and David B. Burritt, resulting in a four-member board. The NSA requires further reconstitution to include Independent U.S. Directors and a Class G Director.

Likewise, every executive officer was removed at closing. The board then re-elected David B. Burritt as President & CEO and filled other senior roles, including Kevin Lewis as EVP & CFO. Some executives may execute new individual agreements in connection with their appointments.

No financial statements, purchase price details, or earnings information were provided in this filing; the 8-K focuses solely on consummation mechanics, national-security undertakings, and leadership realignment.

Positive

• Merger consummation eliminates closing risk and positions U. S. Steel within a larger, better-capitalised global group.
• CEO David B. Burritt retained, providing leadership continuity during integration.

Negative

• Complete board and officer turnover creates short-term governance transition uncertainty.
• Golden Share grants U.S. Government special rights, potentially constraining future strategic decisions.

Insights

M&A Specialist

TL;DR: Merger closed; U. S. Steel is now a Nippon Steel unit, triggering full board/officer reset and NSA Golden Share.

The completion of the Nippon Steel acquisition removes deal-closure risk, formally placing U. S. Steel under a well-capitalised strategic owner with global scale. Shareholders previously approved the deal, so today’s 8-K primarily confirms legal finality. All legacy directors were displaced, which is typical in a change-of-control transaction. Retention of David B. Burritt as CEO should ease integration and preserve institutional knowledge. No purchase-price adjustments or indemnity issues are disclosed, suggesting a clean close. Overall, this event is materially positive as it crystallises deal value and clears the path for post-merger integration.

Corporate Governance Expert

TL;DR: Golden Share adds U.S. oversight; board/officer turnover introduces governance transition risk.

The NSA-mandated Golden Share hands the U.S. Government veto-like rights on sensitive matters, potentially limiting strategic flexibility but mitigating national-security concerns that could have blocked the deal. Immediate removal of the entire board and executive slate, followed by rapid re-appointments, is procedurally sound yet concentrates decision-making among Parent-selected directors until Independent U.S. Directors are installed. Investors should monitor timing of those appointments and any constraints arising from the NSA. Net governance impact is mixed: compliance hurdles rise, but regulatory certainty improves.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 25, 2025 (June 18, 2025)

United States Steel Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		1-16811		25-1897152
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

600 Grant Street,

Pittsburgh, PA 15219-2800

(Address of Principal Executive Offices, and Zip Code)

(412) 433-1121

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	X	New York Stock Exchange
Common Stock	X	Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  

Introductory Note  

As previously disclosed, on June 18, 2025, United States Steel Corporation, a Delaware corporation (the “Company”), completed the transaction contemplated by the terms of the previously announced Agreement and Plan of Merger, dated December 18, 2023 (the “Agreement”), by and among the Company, Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“2023 Sub”), and, solely as provided in Section 9.13 thereof, Nippon Steel Corporation, a Japanese corporation (“Guarantor”). Pursuant to the Agreement, 2023 Sub merged with and into the Company (the “Transaction”), with the Company surviving the merger as the surviving corporation and a subsidiary of Parent.

Also as previously disclosed, on June 13, 2025, the Company entered into a National Security Agreement (the “NSA”), among Guarantor, Parent, the Company and the U.S. Government, represented by the U.S. Department of the Treasury and the U.S. Department of Commerce. The NSA provides that, subject to receipt of certain regulatory approvals, the Company will issue one share of Class G Preferred Stock (the “Golden Share”) to the U.S. Government. Pursuant to the NSA, and through its ownership of the Golden Share, the U.S. Government will have certain rights with respect to U. S. Steel, including relating to governance, domestic production and trade matters.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors

Immediately prior to, and effective as of, the effective time of the Transaction (the “Effective Time”), in connection with the consummation of the Transaction, each member of the Board of Directors of the Company (the “Board”) was removed from and ceased serving on the Board by operation of the Agreement. The members of the Board immediately prior to the Effective Time were Tracy A. Atkinson, Andrea J. Ayers, David B. Burritt, Alicia J. Davis, Terry L. Dunlap, John J. Engel, Murry S. Gerber, Paul A. Mascarenas, Michael H. McGarry and David S. Sutherland.

Pursuant to the terms of the Agreement, the sole director of 2023 Sub immediately prior to the Effective Time became the sole director of the Company effective as of the Effective Time. Immediately following the Effective Time, Takahiro Mori, Naoki Sato and David B. Burritt were elected as directors of the Company, and, as a result, Hiroshi Ono, Takahiro Mori, Naoki Sato and David B. Burritt became the sole directors of the Company, effective as of immediately following the Effective Time. As promptly as practicable, the Board will be reconstituted in accordance with the NSA, which will include the appointment of Independent U.S. Directors and, subject to receipt of certain regulatory approvals, the Class G Director (each as defined in the NSA).

Officers

Immediately prior to, and effective as of, the Effective Time, in connection with the consummation of the Transaction, each officer of the Company was removed from such position by operation of the Agreement. Pursuant to the terms of the Agreement, the officers of 2023 Sub immediately prior to the Effective Time became the officers of the Company effective as of the Effective Time. Immediately following the Effective Time, these officers were removed and the Board elected David B. Burritt as President and Chief Executive Officer, James Edward Bruno as Executive Vice President, Business Development; President, U. S. Steel Kosice, s.r.o., Scott D. Buckiso as Executive Vice President and Chief Manufacturing Officer – North American Flat-Rolled, Daniel R. Brown as Executive Vice President – Advanced Technology Steelmaking; Chief Operating Officer, Big River Steel LLC and Kevin Lewis as Executive Vice President and Chief Financial Officer and Tubular Solutions, in each case, to hold such offices until his respective successors are elected and qualified or until his earlier resignation or removal. In connection with being elected as officers of the Company, certain officers have or may enter into individual agreements with the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
2.1*		Agreement and Plan of Merger, dated as of December 18, 2023, by and among the Company, Parent, 2023 Sub and Guarantor (solely as provided in Section 9.13 therein) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on December 18, 2023)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 25, 2025

UNITED STATES STEEL CORPORATION
By:	/s/ Scotland M. Duncan
Name:	Scotland M. Duncan
Title:	Senior Vice President, General Counsel and Secretary

FAQ

When did United States Steel (X) complete its merger with Nippon Steel North America?

The merger closed on 18 June 2025 and was reported on 25 June 2025.

What is the Golden Share mentioned in U. S. Steel’s 8-K?

Under the National Security Agreement, the Company will issue one Class G Preferred “Golden Share” to the U.S. Government, giving it special governance and trade-related rights.

Which executives now lead United States Steel after the merger?

David B. Burritt is President & CEO; Kevin Lewis is EVP & CFO, alongside several newly appointed EVPs.

How was the board of United States Steel restructured post-merger?

All prior directors were removed; the new board currently consists of Hiroshi Ono, Takahiro Mori, Naoki Sato, and David B. Burritt.

Does the 8-K include financial statements or purchase price details?

No. Item 9.01 lists exhibits, but no financial statements or pricing information are included in this filing.