U.S. Steel Executive Holdings Convert to Cash as $55/Share Nippon Deal Closes
Scott D. Buckiso, SVP & Chief Manufacturing Officer - North American Flat-Rolled at United States Steel, reported significant securities transactions following the completion of Nippon Steel North America's acquisition of U.S. Steel on June 18, 2025.
Rhea-AI Filing Summary
Scott D. Buckiso, SVP & Chief Manufacturing Officer - North American Flat-Rolled at United States Steel, reported significant securities transactions following the completion of Nippon Steel North America's acquisition of U.S. Steel on June 18, 2025.
Key transaction details:
- 213,814 shares of common stock converted to cash at $55.00 per share
- 122,687 Performance Stock Units (PSUs) were first acquired then immediately converted to cash
- 10,368.572 shares held in 401(k) plan were liquidated
- Stock options for 16,280 shares (10,820 at $14.78 and 5,460 at $39.265) were converted to cash based on the difference between $55.00 and strike price
These transactions were part of the merger agreement between U.S. Steel and Nippon Steel North America, where all equity securities were converted to cash consideration of $55.00 per share at the merger's effective time.
Positive
- None.
Negative
- SVP & Chief Manufacturing Officer Scott D. Buckiso's entire equity position in U.S. Steel was liquidated as part of the Nippon Steel merger, including 213,814 shares of common stock, 122,687 PSUs, and 10,368 shares in 401(k) plan, all converted to cash at $55 per share
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 10,820 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 5,460 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 213,814 | $0.00 | $0.00 |
| Grant/Award | COMMON STOCK | 122,687 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 122,687 | $0.00 | $0.00 |
| Disposition | COMMON STOCK | 10,368.572 | $0.00 | $0.00 |
Footnotes (6)
- 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, (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.
- 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.
- 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.
- 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.
- F6. 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.
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