Form 4: U.S. Steel SVP exits position after Nippon Steel deal at $55 cash

Rhea-AI Filing Summary

United States Steel Corporation (symbol: X) – Form 4 filing dated 18 June 2025 details the final disposition of equity held by Senior Vice-President Daniel R. Brown following the closing of the previously announced merger with Nippon Steel North America.

Key facts

• Merger became effective 18 June 2025, triggering a cash payout of $55.00 per share ("Per Share Merger Consideration") as stipulated in the 18 December 2023 Merger Agreement.
• 130,456 directly-held common shares were converted to cash at $55, less withholding taxes.
• 32,574 performance stock units (PSUs) were deemed earned immediately prior to the effective time and likewise cashed out at $55.
• The same 32,574 PSUs were then reported as disposed (cash conversion) immediately after recognition.
• 4,950.373 shares held through the Company 401(k) plan were liquidated for cash at $55.
• Outstanding stock options covering 850 shares with a $39.265 strike were cancelled for a cash payment equal to the intrinsic value ($55 minus strike price) per option.
• Following these transactions, the reporting person reports zero remaining direct or indirect equity interest in U.S. Steel.

The filing principally confirms mechanical settlement of equity awards and options as required by the merger closing. No new shares were purchased and no open-market sales occurred; all entries represent automated cash conversion under the merger terms.

Positive

• Merger consummation confirmed; cash consideration of $55 per share delivered to insider, indicating deal closure.
• All equity awards settled in cash, removing uncertainty around option and PSU treatment.

Negative

• Insider now holds zero shares, eliminating internal ownership alignment with future combined entity.

Insights

M&A Specialist

TL;DR: Filing confirms cash closing of Nippon Steel merger; insider equity fully cashed out at $55, no stake remains.

The Form 4 is purely mechanical yet important: it evidences that the Nippon Steel transaction has officially closed, with consideration delivered. Brown’s 130.5k common shares, 32.6k earned PSUs and 4.95k 401(k) shares were all converted to $55 cash, implying a gross payout of roughly $9.5 million on common stock alone. Cancellation of 850 in-the-money options further underscores that all equity instruments have been extinguished. Because the $55 price and conversion terms were fully disclosed in prior proxy materials, incremental market impact is limited. Nonetheless, from an M&A-process standpoint the filing eliminates closing risk and signals that all internal equity settlements are complete, a positive confirmation for arbitrage investors awaiting final payment.

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
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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^*

Brown Daniel R

(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 Adv. Tech. Steelmaking

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		130,456(2)	D	(1)(2)	0	D
COMMON STOCK	06/18/2025		A		32,574(3)	A	$0	32,574	D
COMMON STOCK	06/18/2025		D		32,574(4)	D	(1)(4)	0	D
COMMON STOCK	06/18/2025		D		4,950.373(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
Stock Option (Right to Buy)	$39.265	06/18/2025		D			850	(1)(6)	02/28/2027	Common Stock	850	(1)(6)	0	D

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.

6. Immediately prior to the Effective Time, in accordance with the terms of the Merger Agreement, each of these stock options was converted into the right to receive an amount in cash equal to the positive difference, if any, between the Per Share Merger Consideration and the applicable exercise price, less any applicable tax withholdings.

	/s/ Megan Bombick By Power of Attorney from Daniel R. Brown	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.
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FAQ

When did the United States Steel (X) merger with Nippon Steel close?

The Form 4 states the merger became effective on 18 June 2025.

What cash amount did X shareholders receive per share?

Each common share and eligible award was converted to $55.00 in cash, before tax withholdings.

How many U.S. Steel shares did SVP Daniel R. Brown dispose of?

He disposed of 130,456 directly held common shares and 4,950.373 shares from the 401(k) plan.

Were Brown’s stock options cancelled or exercised?

Options on 850 shares with a $39.265 strike were cancelled for cash equal to their intrinsic value.

Does the insider retain any equity in U.S. Steel after the merger?

No. The filing shows zero remaining beneficial ownership following the cash settlement.