U.S. Steel-Nippon Steel Merger Proceeds as Director's Shares Convert to Cash

Rhea-AI Filing Summary

United States Steel Corp (NYSE: X) Director Tracy A. Atkinson reported the disposition of 41,342.155 shares of common stock following the completion of the previously announced merger with Nippon Steel North America on June 18, 2025.

The transaction was executed as part of the $55 per share cash merger agreement dated December 18, 2023, where all shares, restricted stock units, and deferred restricted stock units were converted to cash consideration. Following the transaction, the reporting person no longer holds any shares in the company.

This Form 4 filing represents the final disposition of the director's holdings as part of Nippon Steel North America's acquisition of United States Steel, marking the successful completion of the merger transaction through its subsidiary 2023 Merger Subsidiary Inc.

Positive

• None.

Negative

• Director Tracy A. Atkinson's entire position of 41,342 shares was disposed of at $55 per share ($2.27M total value) due to Nippon Steel's acquisition of U.S. Steel, representing a complete exit from the company

Insider Trade Summary

Net Seller: 41,342.155 shares

Net Sell 1 txn

Insider Atkinson Tracy A

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	41,342.155	$0.00	$0.00

Holdings After Transaction: COMMON STOCK — 0 shares (Direct)

Footnotes (2)

1. 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".
2. 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 of the Company held by the reporting person, and (iii) deferred restricted stock units of the Company held by the reporting person that, in each case, as of immediately prior to the Effective Time, were converted into the right to receive $55 in cash per Share in accordance with the terms of the Merger Agreement.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/18/2025 - 08:23 PM Learn about SEC filing dates

FAQ

How many shares of U.S. Steel (X) did Director Tracy Atkinson dispose of in June 2025?

According to the Form 4 filing, Director Tracy Atkinson disposed of 41,342.155 shares of U.S. Steel (X) common stock on June 18, 2025, as part of the company's merger transaction with Nippon Steel North America.

What was the price per share that U.S. Steel (X) shareholders received in the Nippon Steel merger?

According to the filing, U.S. Steel (X) shareholders received $55.00 in cash per share as part of the merger agreement with Nippon Steel North America, which was consummated on June 18, 2025.

When did U.S. Steel (X) complete its merger with Nippon Steel?

U.S. Steel (X) completed its merger with Nippon Steel North America on June 18, 2025. The merger was executed pursuant to the Agreement and Plan of Merger dated December 18, 2023.

What happened to U.S. Steel (X) restricted stock units in the Nippon Steel merger?

According to the filing, all restricted stock units and deferred restricted stock units of U.S. Steel (X) were converted into the right to receive $55 in cash per share at the effective time of the merger with Nippon Steel North America.

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^*

Atkinson Tracy A

(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)

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

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		41,342.155(2)	D	(1)(2)	0	D

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 of the Company held by the reporting person, and (iii) deferred restricted stock units of the Company held by the reporting person that, in each case, as of immediately prior to the Effective Time, were converted into the right to receive $55 in cash per Share in accordance with the terms of the Merger Agreement.

	/s/ Megan Bombick By Power of Attorney from Tracy A. Atkinson	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.
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