U.S. Steel CFO Converts 211,444 Shares in $55/Share Nippon Steel Merger
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.
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- CFO Jessica Graziano's holdings of 211,444 shares were converted to cash at $55/share as part of Nippon Steel's acquisition, completely eliminating her equity stake in the company
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Graziano Jessica
Role
SVP & Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | COMMON STOCK | 211,444 | $0.00 | $0.00 |
| Grant/Award | COMMON STOCK | 149,488 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 149,488 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 2,782.436 | $0.00 | $0.00 |
Holdings After Transaction:
COMMON STOCK — 0 shares (Direct);
COMMON STOCK — 0 shares (Indirect, By 401(k) Plan)
Footnotes (5)
- F1. 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".
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did U.S. Steel (X) CFO Jessica Graziano report on June 18, 2025?
CFO Jessica Graziano reported multiple transactions related to U.S. Steel's merger with Nippon Steel. She disposed of 211,444 shares of common stock, acquired 149,488 performance stock units (PSUs) which were then converted to cash at $55 per share, and liquidated 2,782.436 shares held in the company's 401(k) plan.
When did U.S. Steel (X) complete its merger with Nippon Steel?
U.S. Steel completed its merger with Nippon Steel North America, Inc. on June 18, 2025. The merger was executed pursuant to the Agreement and Plan of Merger dated December 18, 2023, between Nippon Steel North America, Inc., 2023 Merger Subsidiary, Inc., and U.S. Steel Corporation.
What happened to U.S. Steel (X) executives' performance stock units in the Nippon Steel merger?
According to the filing, performance stock units (PSUs), including ROCE-based and TSR-based awards, were deemed earned immediately prior to the merger's effective time and were converted into the right to receive $55 per share in cash, less applicable tax withholdings, in accordance with the merger agreement terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
