US Steel-Nippon Steel Deal Closes as Director Mascarenas Exits Position at $55/Share

Rhea-AI Filing Summary

United States Steel (NYSE: X) Director Paul Anthony Mascarenas reported the disposition of 82,584.806 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 $55-per-share cash merger agreement dated December 18, 2023. The disposed shares included:

• Directly held common stock
• Restricted stock units (RSUs)
• Deferred restricted stock units

All equity holdings were converted to cash consideration at the merger's effective time, leaving the director with no remaining beneficial ownership in the company. The Form 4 was filed by power of attorney through Megan Bombick, documenting the final disposition of securities following Nippon Steel's acquisition of United States Steel.

Positive

• None.

Negative

• Director Paul A. Mascarenas disposed of 82,584 shares at $55 per share ($4.54M total value) due to Nippon Steel's acquisition of U.S. Steel, representing complete liquidation of his direct holdings

Insider Trade Summary

Net Seller: 82,584.806 shares

Net Sell 1 txn

Insider MASCARENAS PAUL ANTHONY

Role Director

Type	Security	Shares	Price	Value
Disposition	COMMON STOCK	82,584.806	$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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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/18/2025 - 08:28 PM Learn about SEC filing dates

FAQ

How many shares of United States Steel (X) did Paul Mascarenas dispose of in the June 2025 transaction?

According to the Form 4 filing, Paul Mascarenas disposed of 82,584.806 shares of U.S. Steel (X) common stock on June 18, 2025, as part of the merger transaction with Nippon Steel.

What was the price per share received in the U.S. Steel (X) merger with Nippon Steel?

Per the filing's explanation, shareholders received $55.00 in cash per share of U.S. Steel (X) common stock as part of the merger agreement with Nippon Steel North America, Inc.

When did the U.S. Steel (X) merger with Nippon Steel close?

The merger between U.S. Steel (X) and Nippon Steel was consummated on June 18, 2025, as stated in the filing's explanation of responses.

What was Paul Mascarenas's role at U.S. Steel (X)?

According to the Form 4 filing, Paul Mascarenas served as a Director of United States Steel Corporation (X), as indicated by the 'X' marked in the Director box under Section 5 of the form.

What types of equity were converted in the U.S. Steel (X) merger transaction?

The filing indicates that three types of equity were converted: (i) directly held common stock shares, (ii) restricted stock units, and (iii) deferred restricted stock units. All were converted into the right to receive $55 in cash per share.

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^*

MASCARENAS PAUL ANTHONY

(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		82,584.806(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 Paul A. Mascarenas	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.