US Steel Director Cashes Out as $14B Nippon Steel Takeover Completes

(Moderate)

(Neutral)

Form Type

Rhea-AI Filing Summary

United States Steel Corp (NYSE: X) Director David Sutherland reported a significant insider transaction following the completion of the Nippon Steel merger on June 18, 2025. As part of the merger transaction:

Sutherland disposed of 250,800.915 shares of common stock
The shares were converted to cash at $55.00 per share as per the merger agreement
Following the transaction, Sutherland owns 0 shares directly

This Form 4 filing reflects the culmination of the merger agreement dated December 18, 2023, between Nippon Steel North America and United States Steel. The transaction involved the conversion of all company shares and deferred restricted stock units into cash consideration at the specified merger price, marking the completion of Nippon Steel's acquisition of U.S. Steel.

Positive

Director David Sutherland's shares were converted to cash at $55 per share as part of Nippon Steel's acquisition of U.S. Steel, representing a significant premium for shareholders

Negative

The transaction marks the end of U.S. Steel's independence as a public company, with all shares being acquired by Nippon Steel North America

Insider Trade Summary

Net Seller: 250,800.915 shares

Net Sell 1 txn

Insider Sutherland David

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	250,800.915	$0.00	$0.00

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

Footnotes (2)

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 and (ii) 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 - 08:30 PM

FAQ

What happened to United States Steel (X) stock in the Nippon Steel merger?

According to the Form 4 filing, United States Steel Corporation (X) shares were converted into the right to receive $55 in cash per share following the consummation of the merger with Nippon Steel North America, Inc. on June 18, 2025.

How many shares did Director David Sutherland dispose of in United States Steel (X)?

Director David Sutherland disposed of 250,800.915 shares of United States Steel (X) common stock on June 18, 2025, as part of the merger transaction 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. The merger agreement was originally dated December 18, 2023.

What was the final ownership position of Director Sutherland in United States Steel (X) after the merger?

Following the merger transaction on June 18, 2025, Director David Sutherland's beneficial ownership of United States Steel (X) common stock became 0 shares, as all shares were converted to cash consideration under the merger agreement.

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^*

Sutherland David

(Last)

(First)

(Middle)

600 GRANT STREET

(Street)

PITTSBURGH

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	06/18/2025		D		250,800.915⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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) 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 David S. Sutherland	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