Form 4: John Engel Exits U.S. Steel Stake as $55 Cash Merger Closes

Rhea-AI Filing Summary

Form 4 overview: United States Steel Corporation (ticker X) filed an insider transaction report for Director John Engel dated 18 June 2025. The filing discloses the disposition of 99,028.931 shares of U.S. Steel common stock, leaving Engel with 0 shares following the transaction.

Key driver: The shares were not sold on the open market but were automatically converted to cash due to the closing of the previously announced merger with Nippon Steel North America, Inc. Under the Agreement and Plan of Merger signed 18 December 2023, each share was converted into the right to receive $55 in cash at the merger’s Effective Time on 18 June 2025.

Investor take-aways:

• The filing confirms legal completion of the $55-per-share all-cash acquisition; U.S. Steel common stockholders, including directors, have been cashed out.
• No additional derivative securities or continuing ownership were reported, indicating Engel no longer has an equity stake in the post-merger entity.
• Because the merger terms and price were previously disclosed, the Form 4 primarily serves as procedural confirmation rather than new fundamental information.

Positive

• Merger completion at $55 cash per share is reaffirmed, providing price certainty for former U.S. Steel shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Filing confirms Nippon Steel deal closed; director’s 99k shares cashed at $55—administrative but validates payout.

The Form 4 is a mechanical disclosure showing that Director John Engel’s entire beneficial ownership—99,028.931 shares—was extinguished at closing of the Nippon Steel takeover. At $55 per share, the implied cash value of Engel’s stake is roughly $5.45 million. Because shareholders already voted on and approved the transaction, today’s filing does not change valuation; it merely evidences settlement. For legacy X holders who have not yet received funds, the document reiterates the exact cash consideration and Effective Time. Market impact is negligible, but it definitively ends insider alignment with the public equity.

Corporate Governance Expert

TL;DR: Insider ownership now zero, consistent with merger terms; governance obligations under Section 16 conclude.

From a compliance perspective, the filing illustrates proper Section 16 reporting at deal close. Engel checks the box indicating he is no longer subject to Section 16, reflecting U.S. Steel’s transition from a standalone public issuer to a wholly owned subsidiary of Nippon Steel. No Rule 10b5-1 plan was invoked. The single cash conversion line item and absence of derivatives suggest no preferential treatment. Overall, the disclosure meets governance best practices and should reassure regulators and former public shareholders that insider reporting obligations were satisfied.

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^*

ENGEL JOHN

(Last) (First) (Middle)

225 WEST STATION SQUARE DRIVE, SUITE 700

(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		99,028.931(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 John Engel	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.

FAQ

How many U.S. Steel (X) shares did Director John Engel dispose of?

He reported the disposition of 99,028.931 common shares.

What consideration did shareholders receive for each X share?

Each share was converted into $55 in cash under the Nippon Steel merger agreement.

When did the U.S. Steel–Nippon Steel merger become effective?

The Effective Time occurred on 18 June 2025.

Does John Engel hold any U.S. Steel shares after the transaction?

No. The Form 4 shows 0 shares beneficially owned after the merger closed.

Why is this Form 4 significant to investors?

It formally confirms the closing of the $55 cash-out merger and that insider reporting obligations under Section 16 have ended.