[Form 4] United States Steel Corporation Insider Trading Activity

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

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^*

Buckiso Scott D

(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 & Chief Mfg Officer - NAFR

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		213,814(2)	D	(1)(2)	0	D
COMMON STOCK	06/18/2025		A		122,687(3)	A	$0	122,687	D
COMMON STOCK	06/18/2025		D		122,687(4)	D	(1)(4)	0	D
COMMON STOCK	06/18/2025		D		10,368.572(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)	$14.78	06/18/2025		D			10,820	(1)(6)	05/31/2026	Common Stock	10,820	(1)(6)	0	D
Stock Option (Right to Buy)	$39.265	06/18/2025		D			5,460	(1)(6)	02/28/2027	Common Stock	5,460	(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 Scott D. Buckiso	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What happened to Scott Buckiso's U.S. Steel (X) stock holdings after the Nippon Steel merger?

Following the June 18, 2025 merger with Nippon Steel, Scott Buckiso's U.S. Steel (X) holdings were converted to cash at $55 per share. This included 213,814 shares of direct holdings and restricted stock units, 122,687 performance stock units (PSUs), and 10,368.572 shares held in the 401(k) plan, all of which were liquidated as part of the merger transaction.

How many stock options did Scott Buckiso forfeit in U.S. Steel's (X) merger with Nippon Steel?

Scott Buckiso's stock options that were converted included 10,820 options at an exercise price of $14.78 (expiring May 31, 2026) and 5,460 options at $39.265 (expiring February 28, 2027). These options were converted to cash equal to the difference between the $55 merger price and their respective exercise prices.

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

The merger agreement specified a price of $55.00 per share in cash (referred to as the 'Per Share Merger Consideration') for U.S. Steel (X) shareholders when the transaction was consummated on June 18, 2025.

What position did Scott Buckiso hold at U.S. Steel (X) at the time of the Nippon Steel merger?

Scott Buckiso served as Senior Vice President & Chief Manufacturing Officer - North American Flat-Rolled (NAFR) at U.S. Steel (X) at the time of the merger with Nippon Steel.