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Form 4: U.S. Steel VP Cashes Out Equity as Nippon Deal Closes

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

Rhea-AI Filing Summary

United States Steel Corporation (X) filed a Form 4 on 18 June 2025 for Manpreet S. Grewal, Vice President, Controller & Chief Accounting Officer. All reported transactions are mechanical conversions tied to the closing of the previously announced merger with Nippon Steel North America, Inc. Under the December 18, 2023 Merger Agreement, every share of U.S. Steel common stock was exchanged for $55.00 in cash at the Effective Time.

The filing shows:

  • 69,206 directly-held shares disposed for cash.
  • 9,889 performance stock units (PSUs) first deemed earned, then immediately cashed out.
  • 2,934.579 shares held in the 401(k) plan liquidated for cash.
Following settlement, Grewal holds 0 shares directly or indirectly. No open-market trades occurred; all activity was mandatory under the merger terms and therefore provides no incremental insight into insider sentiment or future operations. For investors, the document simply confirms that equity awards have been settled and that the $55 cash consideration has been delivered, in line with prior public disclosures.

Positive

  • Merger consideration of $55 per share was delivered as promised, confirming deal completion and liquidity for shareholders.

Negative

  • None.

Insights

TL;DR: Routine Form 4 confirms insider shares cashed out at $55 due to merger; no new forward-looking signal.

The filing documents automatic conversion of 82 k equity instruments (common + PSUs + 401(k) shares) into cash as Nippon Steel’s acquisition closed. The $55 price matches the previously disclosed takeover premium and therefore adds no surprise or valuation impact. The insider now has zero exposure, but this is purely structural and not an elective sale. Investors should view the entry as compliance-driven with neutral financial impact, reinforcing that the transaction has formally closed and cash has been distributed.

TL;DR: Filing fulfills Section 16 obligations; insider ownership now zero post-merger.

This Form 4 satisfies statutory reporting triggered by the closing of a cash merger. All disclosures—transaction codes, footnotes, indirect holdings—adhere to SEC guidance. The absence of remaining beneficial ownership means Grewal will no longer be a Section 16 insider of the surviving entity. From a governance standpoint, the company demonstrates timely and complete disclosure, mitigating potential compliance risk. No red flags are evident.

Insider Grewal Manpreet
Role VP, Controller & CAO
Type Security Shares Price Value
Disposition COMMON STOCK 69,206 $0.00 $0.00
Grant/Award COMMON STOCK 9,889 $0.00 $0.00
Disposition COMMON STOCK 9,889 $0.00 $0.00
Disposition COMMON STOCK 2,934.579 $0.00 $0.00
Holdings After Transaction: COMMON STOCK — 0 shares (Direct); COMMON STOCK — 0 shares (Indirect, By 401(k) Plan)
Footnotes (5)
  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 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. 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.
  4. 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.
  5. 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

When did the Nippon Steel–U.S. Steel merger officially close?
June 18, 2025, referred to in the filing as the "Effective Time".

What cash amount did U.S. Steel (X) shareholders receive per share?
Each share was exchanged for $55.00 in cash under the Merger Agreement.

How many shares did VP Manpreet Grewal dispose of in total?
The filing reports disposal of 69,206 direct shares, 9,889 PSUs and 2,934.579 401(k) shares—about 82,029 in aggregate.

What happened to Grewal’s performance stock units (PSUs)?
PSUs were deemed earned immediately prior to closing and converted to $55 cash per unit, less tax withholding.

Does the Form 4 indicate any remaining insider ownership?
No. After the transactions, Grewal holds 0 shares directly or indirectly.

Is this Form 4 a discretionary trade or automatic conversion?
It is an automatic conversion mandated by the merger, not an open-market trade.
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*
Grewal Manpreet
(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)
VP, Controller & CAO
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 69,206(2) D (1)(2) 0 D
COMMON STOCK 06/18/2025 A 9,889(3) A $0 9,889 D
COMMON STOCK 06/18/2025 D 9,889(4) D (1)(4) 0 D
COMMON STOCK 06/18/2025 D 2,934.579(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 Manpreet S. Grewal 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