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U.S. Steel Director Exits Position as $14B Nippon Steel Takeover Concludes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

United States Steel Corp (X) Director Murry Gerber reported the disposition of 229,867.571 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 merger agreement dated December 18, 2023, where all shares were converted into the right to receive $55.00 per share in cash. The disposed shares included:

  • Directly held common stock
  • Restricted stock units
  • Deferred restricted stock units

Following the transaction, Gerber no longer holds any beneficial ownership in United States Steel Corp. The filing was signed via power of attorney by Megan Bombick. This Form 4 filing reflects the final disposition of the reporting person's holdings as part of Nippon Steel's acquisition of United States Steel.

Positive

  • Shareholders received $55 per share in cash as part of Nippon Steel's acquisition of U.S. Steel, representing a significant premium to historical trading prices

Negative

  • Director Murry Gerber's complete disposition of 229,867 shares indicates the completion of the merger and delisting of U.S. Steel (X) from public markets, ending its long history as an independent public company
Insider GERBER MURRY
Role Director
Type Security Shares Price Value
Disposition COMMON STOCK 229,867.571 $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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FAQ

How many shares of United States Steel (X) did Director Murry Gerber dispose of in June 2025?
Director Murry Gerber disposed of 229,867.571 shares of United States 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 X stockholders received in the Nippon Steel merger?
According to the Form 4 filing, United States Steel (X) shareholders received $55.00 in cash per share as part of the merger agreement with Nippon Steel North America, Inc.

When did the Nippon Steel merger with United States Steel (X) close?
The merger between United States Steel Corporation (X) and Nippon Steel North America, Inc. was consummated on June 18, 2025, as reported in the Form 4 filing.

What happened to X's restricted stock units in the Nippon Steel merger?
According to the filing, all restricted stock units and deferred restricted stock units of United States Steel (X) were converted into the right to receive $55 in cash per share at the effective time of the merger, in accordance with the merger agreement terms.

Who signed the Form 4 for United States Steel (X) Director Murry Gerber?
The Form 4 was signed by Megan Bombick, acting through Power of Attorney from Murry S. Gerber, on June 18, 2025.
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*
GERBER MURRY
(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 229,867.571(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 Murry S. Gerber 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.

Source: View Original Filing on SEC EDGAR