U.S. Steel-Nippon Steel $55/Share Merger Closes as Director Cashes Out Position

Rhea-AI Filing Summary

United States Steel Corp (X) Director Terry L. Dunlap reported the disposition of 27,985 shares of common stock on June 18, 2025, following the completion of the company's merger with Nippon Steel North America.

The transaction occurred as part of the previously announced merger agreement dated December 18, 2023, where all shares were converted into the right to receive $55.00 in cash per share at the effective time of the merger. Following the transaction, Dunlap no longer holds any shares of the company.

Key details of the filing:

• Transaction Type: Disposition due to merger completion
• Shares Affected: 27,985 shares of common stock
• Transaction Price: $55.00 per share cash consideration
• Post-Transaction Holdings: 0 shares
• Filing was signed via Power of Attorney by Megan Bombick

Positive

• Director Terry L. Dunlap's 27,985 shares were converted to cash at $55 per share ($1.54M value) as part of Nippon Steel's acquisition of U.S. Steel, representing successful completion of the previously announced merger

Negative

• All of Director Dunlap's equity position in U.S. Steel (27,985 shares) was eliminated due to the merger completion, indicating the end of independent U.S. Steel as a publicly traded 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^*

DUNLAP TERRY L

(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		27,985(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 and (ii) 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 Terry L. Dunlap	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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FAQ

How many shares of U.S. Steel (X) did insider Terry Dunlap dispose of in June 2025?

According to the Form 4 filing, Terry Dunlap disposed of 27,985 shares of U.S. Steel (X) common stock on June 18, 2025, as part of the merger transaction with Nippon Steel North America, Inc.

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, Inc., which was consummated on June 18, 2025.

What position did Terry Dunlap hold at U.S. Steel (X)?

According to the Form 4 filing, Terry Dunlap served as a Director of U.S. Steel Corporation (X), as indicated by the checkbox marked under the 'Relationship of Reporting Person(s) to Issuer' section.

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

According to the filing's explanatory notes, the merger agreement between U.S. Steel (X) and Nippon Steel North America, Inc. was dated December 18, 2023, with the merger being consummated on June 18, 2025.

How many shares of U.S. Steel (X) did Terry Dunlap own after the merger transaction?

Following the merger transaction on June 18, 2025, Terry Dunlap owned 0 shares of U.S. Steel (X), as all shares were converted into the right to receive cash consideration as part of the merger agreement.