U.S. Steel's Top Lawyer Exchanges 209,170 Shares as Nippon Deal Closes
Rhea-AI Filing Summary
United States Steel Corp (NYSE: X) reports significant insider transaction following the completion of its merger with Nippon Steel North America on June 18, 2025. SVP, General Counsel & CCO Duane D. Holloway's holdings were affected by the merger transaction at $55 per share.
Key transaction details:
- 209,170 shares of common stock converted to cash consideration
- 122,687 Performance Stock Units (PSUs) acquired and immediately converted to cash
- 4,968.477 shares held in 401(k) plan liquidated
These transactions were executed as part of the merger agreement dated December 18, 2023, where all shares were converted to cash at $55 per share (Per Share Merger Consideration), subject to applicable tax withholdings. The transactions reflect the complete liquidation of Holloway's equity position in United States Steel following the merger's effective time.
Positive
- None.
Negative
- SVP, General Counsel & CCO Duane D. Holloway liquidated entire position of 209,170 shares, 122,687 PSUs, and 4,968 shares in 401(k) at $55/share as part of Nippon Steel's acquisition of U.S. Steel
Insider Trade Summary
Net Seller: 214,138.477 shares
Net Sell
4 txns
Insider
Holloway Duane D
Role
SVP, GC & CCO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | COMMON STOCK | 209,170 | $0.00 | $0.00 |
| Grant/Award | COMMON STOCK | 122,687 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 122,687 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 4,968.477 | $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.
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FAQ
What happened to U.S. Steel (X) stock on June 18, 2025?
On June 18, 2025, U.S. Steel (X) completed its merger with Nippon Steel North America, Inc., where shareholders received $55.00 in cash per share as part of the merger agreement dated December 18, 2023.
What happened to U.S. Steel (X) executives' stock awards in the merger?
According to the Form 4, executive stock awards were converted as follows: existing restricted stock units and completed performance stock units were converted to cash at $55 per share. Additionally, 122,687 performance stock units (PSUs) were deemed earned immediately prior to the merger and then converted to cash at the same $55 per share rate.