[Form 4] United States Steel Corporation Insider Trading Activity

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

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
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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^*

Graziano Jessica

(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 & Chief Financial Officer

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		211,444(2)	D	(1)(2)	0	D
COMMON STOCK	06/18/2025		A		149,488(3)	A	$0	149,488	D
COMMON STOCK	06/18/2025		D		149,488(4)	D	(1)(4)	0	D
COMMON STOCK	06/18/2025		D		2,782.436(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

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.

	/s/ Megan Bombick By Power of Attorney from Jessica T. Graziano	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

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.

What was the per share price in U.S. Steel's (X) merger with Nippon Steel?

According to the Form 4 filing, U.S. Steel shareholders received $55.00 in cash per share (the 'Per Share Merger Consideration') as part of the merger with Nippon Steel North America, Inc., which was completed on June 18, 2025.

How many shares did U.S. Steel (X) CFO Graziano hold through the 401(k) plan before the merger?

Prior to the merger's effective time, CFO Jessica Graziano held 2,782.436 shares of U.S. Steel common stock through the company's 401(k) retirement plan, which were subsequently liquidated in exchange for the $55 per share merger consideration.

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.