Form 4: U.S. Steel SVP Sells All Equity as Nippon Merger Closes

Rhea-AI Filing Summary

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.

Positive

• Merger consummation confirmed: The filing verifies that the $55-per-share cash merger with Nippon Steel closed on 18 Jun 2025.
• Orderly settlement of insider awards: All shares, PSUs and options were converted to cash exactly per merger agreement, indicating smooth execution.

Negative

• Loss of insider equity alignment: Senior vice-president James E. Bruno now holds no shares or options, removing potential insider-shareholder alignment going forward.

Insights

Equity Research Analyst

TL;DR: Insider holdings converted to $55 cash as merger closed; no ongoing equity exposure.

The Form 4 is a mechanical outcome of the Nippon Steel–U.S. Steel merger. Bruno disposed of ~162 k shares, liquidated ~6.2 k 401(k) shares, and surrendered 5.5 k options, all at the pre-agreed $55 cash price. Temporary acquisition of 122 k PSUs merely reflects vesting before immediate cash settlement. The transactions confirm that: (1) the merger closed on schedule, (2) insiders received full cash value, and (3) insider equity alignment with the post-merger entity no longer exists. Because the merger terms and price were disclosed months earlier, the filing has minimal incremental valuation impact; it simply finalises insider ownership status.

Corporate Governance Specialist

TL;DR: Filing documents orderly termination of Section 16 insider status post-merger.

From a governance lens, this Form 4 demonstrates proper execution of Section 16 obligations during a change-of-control event. All award conversions follow the merger agreement, with cash in lieu provided for shares, PSUs, and options. The officer’s beneficial ownership is now zero, meaning future U.S. Steel (legacy entity) reports will likely exclude him. No red-flags emerge: signature is by power-of-attorney, transactions are coded correctly, and footnotes detail each conversion. Impact on minority shareholders is negligible because the economic terms match those offered to all holders. The filing is therefore administrative rather than market-moving.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bruno James E.

(Last) (First) (Middle)

600 GRANT STREET

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED STATES STEEL CORP [ X ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP Business Development

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	06/18/2025		D		162,367(2)	D	(1)(2)	0	D
COMMON STOCK	06/18/2025		A		122,687(3)	A	$0	122,687	D
COMMON STOCK	06/18/2025		D		122,687(4)	D	(1)(4)	0	D
COMMON STOCK	06/18/2025		D		6,178.723(5)	D	(1)(5)	0	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$39.265	06/18/2025		D			5,460	(1)(6)	02/28/2027	Common Stock	5,460	(1)(6)	0	D

Explanation of Responses:

1. On June 18, 2025, United States Steel Corporation (the "Company") consummated the merger transaction (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 18, 2023, by and among Nippon Steel North America, Inc., a New York corporation ("Parent"), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and the Company. The effective time of the Merger is referred to herein as the "Effective Time".

2. Reflects (i) shares of common stock of the Company, par value $1.00 (the "Shares"), held directly by the reporting person, (ii) restricted stock units previously granted to the reporting person, and (iii) ROCE-based and TSR-based performance stock units previously granted to the reporting person that relate to performance periods that were completed prior to the Effective Time that, in each case, as of immediately prior to the Effective Time, were converted into the right to receive $55 in cash per Share (the "Per Share Merger Consideration"), less any applicable tax withholdings in accordance with the terms of the Merger Agreement.

3. Reflects the acquisition of ROCE-based and TSR-based performance stock units and other performance-based stock awards (collectively, "PSUs") that were deemed to have been earned as of immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.

4. Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these PSUs was converted into the right to receive the Per Share Merger Consideration, less any applicable tax withholdings.

5. As a result of the Effective Time, each of the Shares that the reporting person previously reported as beneficially owned under the Company's 401(k) retirement plan was liquidated in exchange for the Per Share Merger Consideration.

6. Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these stock options was converted into the right to receive an amount in cash equal to the positive difference, if any, between the Per Share Merger Consideration and the applicable exercise price, less any applicable tax withholdings.

	/s/ Megan Bombick By Power of Attorney from James E. Bruno	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

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

The Form 4 states the merger became effective on 18 June 2025.

What price did insiders receive for United States Steel shares?

Each share and vested award was converted into $55 cash in accordance with the merger agreement.

How many shares did SVP James E. Bruno dispose of in the merger?

Bruno disposed of 162,367 common shares plus 6,178.723 shares held in the 401(k) plan.

Were any stock options exercised or cashed out?

Yes, 5,460 options with a $39.265 exercise price were canceled and paid out for their intrinsic value.

Does the insider hold any United States Steel securities after the transaction?

No. Following the conversions, Bruno reports zero direct or indirect ownership of U.S. Steel equity.