[Form 4] United States Steel Corporation Insider Trading Activity

Rhea-AI Filing Summary

United States Steel Corporation (ticker: X) filed a Form 4 disclosing that director Andrea J. Ayers no longer holds any company equity following the closing of the Nippon Steel acquisition.

On 18 June 2025, the company completed the merger contemplated by the 18 December 2023 Agreement and Plan of Merger with Nippon Steel North America, Inc. and its wholly owned subsidiary. At the merger’s effective time, each share of U.S. Steel common stock and each deferred restricted stock unit held by the reporting person was converted into the right to receive $55.00 in cash.

The Form 4 records a single non-derivative transaction coded “D” (disposition):

• 33,809.11 shares of common stock were disposed of on 18 June 2025.
• Post-transaction beneficial ownership: 0 shares.
• Ownership type before disposition: Direct.

No derivative securities were reported as outstanding after the transaction, confirming that the director has fully liquidated her position as a result of the merger consideration being paid in cash.

The filing underscores two key points for investors: (1) the cash-for-stock merger has closed at the agreed $55 price, delivering liquidity to shareholders, and (2) insider equity alignment with the now-private entity ceases, consistent with delisting that typically follows such transactions.

Insights

Financial Analyst

TL;DR – Merger closed; director’s 33.8 k shares cashed out at $55, confirming deal completion and zero remaining insider equity.

The Form 4 functions as a final confirmation that the Nippon Steel transaction is effective. Andrea J. Ayers’ entire stake—33,809.11 common shares plus deferred RSUs—converted to cash at $55, implying total gross proceeds of roughly $1.86 million. No securities remain, signalling the public float’s elimination and paving the way for delisting. For legacy shareholders, the filing affirms receipt of the agreed cash consideration and removes residual execution risk. From a valuation perspective, upside potential in X stock is now capped at the $55 payout, so any remaining trading reflects settlement mechanics rather than fundamental drivers.

Corporate Governance Expert

TL;DR – Insider exit aligns with standard post-merger governance; no lingering fiduciary ties to public shareholders.

Completion of the cash merger terminates board service incentives tied to equity. Ayers’ disposition to zero aligns with Section 16 requirements and signals that governance of the combined entity transfers to Nippon Steel’s structure. Investors should note that disclosure obligations under the Exchange Act cease once U.S. Steel is no longer publicly traded, reducing future transparency. The filing is routine yet materially confirms that all board-level restricted units were treated identically to common stock, honouring equal treatment covenants in the merger agreement.

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^*

Ayers Andrea J.

(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		33,809.11(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 and (ii) 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 Andrea J. Ayers	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.