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

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^*

Holloway Duane D

(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, GC & CCO

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		209,170(2)	D	(1)(2)	0	D
COMMON STOCK	06/18/2025		A		122,687(3)	A	$0	122,687	D
COMMON STOCK	06/18/2025		D		122,687(4)	D	(1)(4)	0	D
COMMON STOCK	06/18/2025		D		4,968.477(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 Duane D. Holloway	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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.

How many shares did U.S. Steel (X) SVP Duane Holloway own before the merger?

Prior to the merger, Duane Holloway owned 209,170 shares directly, plus 4,968.477 shares through the company's 401(k) plan. He also held additional shares in the form of restricted stock units and performance stock units.

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.

What happened to U.S. Steel (X) 401(k) plan shares in the merger?

All shares held in U.S. Steel's 401(k) retirement plan were liquidated in exchange for the merger consideration of $55.00 per share at the effective time of the merger. The filing shows that Holloway had 4,968.477 shares in his 401(k) plan that were liquidated.