[S-8 POS] United States Steel Corporation SEC Filing

Rhea-AI Filing Summary

United States Steel (NYSE:X) filed a Post-Effective Amendment (Form S-8 POS) on June 29 2025 to twenty-four previously effective S-8 registration statements covering its equity and savings plans. The amendment deregisters all unsold shares of common stock that had been reserved for issuance under plans such as the 2016 Omnibus Incentive Compensation Plan, 2005 Stock Incentive Plan, Savings Fund Plan for Salaried Employees, multiple 401(k) plans and other legacy bonus or restricted-stock arrangements.

The filing follows the consummation of the Agreement and Plan of Merger dated December 18 2023 under which Nippon Steel North America, Inc. (through Merger Sub) merged with and into United States Steel on June 18 2025. As a result, the company is now a wholly-owned subsidiary of Nippon Steel, and all public offerings under the affected registration statements have been terminated. Consistent with each statement’s undertakings, the company is removing from registration every security that remained unsold when the merger closed.

No new financial statements are presented; the document serves as an administrative confirmation of the merger’s completion and the elimination of potential future issuances tied to the specified employee benefit and incentive plans.

Positive

• Merger with Nippon Steel North America became effective on June 18 2025, making United States Steel a wholly-owned subsidiary and eliminating future public share issuances.

Negative

• None.

Insights

M&A Specialist

TL;DR: Filing seals Nippon Steel’s takeover and cancels unused plan shares.

The S-8 POS is the last procedural step in the Nippon Steel acquisition. By withdrawing millions of unissued shares across 24 registration statements—one of which alone covered 14.5 million shares—United States Steel eliminates any residual equity overhang linked to employee plans. The amendment formally confirms that the merger closed on 18 June 2025 and that U.S. Steel equity is no longer publicly offered. For merger-arbitrage investors, this removes closing risk and finalizes the deal timeline, a clearly positive event even though the economic terms were fixed earlier.

Corporate Governance Expert

TL;DR: Administrative step; governance status shifts to wholly-owned subsidiary.

Deregistering unsold S-8 shares implies that U.S. Steel’s board and shareholder-approved equity programs cease to operate as public plans. Governance moves from SEC-registered oversight to private subsidiary rules under Nippon Steel. While the action has negligible standalone financial impact, it confirms termination of shareholder dilution mechanisms and underscores that former public investors have exited. Given the administrative nature, the filing is neutral beyond documenting completion of the merger.

As filed with the Securities and Exchange Commission on June 18, 2025

Registration No. 333-36840-99

Registration No. 333-00429-99

Registration No. 033-60667-99

Registration No. 333-76392

Registration No. 333-76394

Registration No. 333-99257

Registration No. 333-125221

Registration No. 333-151438

Registration No. 333-151440

Registration No. 333-166787

Registration No. 333-196186

Registration No. 333-210953

Registration No. 333-217464

Registration No. 333-231215

Registration No. 333-231216

Registration No. 333-237963

Registration No. 333-237964

Registration No. 333-237965

Registration No. 333-237966

Registration No. 333-255653

Registration No. 333-261805

Registration No. 333-271503

Registration No. 333-271509

Registration No. 333-287144

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-36840-99

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00429-99

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 033-60667-99

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76392

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76394

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-99257

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-125221

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-151438

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-151440

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-166787

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196186

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210953

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-217464

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231215

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231216

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237963

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237964

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237965

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237966

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-255653

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-261805

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-271503

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-271509

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-287144

UNDER

THE SECURITIES ACT OF 1933

United States Steel Corporation

(Exact name of registrant as specified in its charter)

Delaware	25-1897152
(State or other jurisdiction of incorporation or organization)	(IRS employer identification number)

600 Grant Street

Pittsburgh, Pennsylvania

(Address of principal executive offices)

15219-2800

(Zip Code)

United States Steel Corporation's Parity Investment Bonus Plan

United States Steel Corporation Non-Officer Restricted Stock Plan

United States Steel Corporation 2002 Stock Plan

United States Steel Corporation 2005 Stock Incentive Plan

U. S. Steel Tubular Services Savings Plan

United States Steel Corporation 2016 Omnibus Incentive Compensation Plan

Big River Steel 401(k) Plan

United States Steel Corporation Savings Fund Plan for Salaried Employees

USS 401(k) Plan for USW-Represented Employees

(Full title of the Plans)

Scotland M. Duncan

Senior Vice President, General Counsel and Secretary

600 Grant Street

Pittsburgh, Pennsylvania 15219-2800

(Name and address of Agent for Service)

(412) 433-1121

(Telephone number, including area code, of agent for Service)

Copies to:

Ariel Deckelbaum

Suni Sreepada

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

(212) 596-9000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer ¨
Non-accelerated filer  ¨	Smaller reporting company ¨
	Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”), which were previously filed with the Securities and Exchange Commission (the “SEC”), are being filed by United States Steel Corporation, a Delaware corporation (the “Registrant”), to deregister all shares of the Registrant’s common stock, par value $1.00 per share (the “Shares”), together with any and all plan interests and other securities registered thereunder, in each case, that remain unissued under the following Registration Statements:

	·	Registration Statement on Form S-8 (No. 333-36840-99) pertaining to the registration of 1,000,000 Shares, issuable under the Registrant’s Savings Fund Plan for Salaried Employees (the “SFP for Salaried Employees”), which was filed with the SEC on January 8, 2002.
	·	Registration Statement on Form S-8 (No. 333-00429-99) pertaining to the registration of 2,000,000 Shares, issuable under the Registrant’s SFP for Salaried Employees, which was filed with the SEC on January 8, 2002.
	·	Registration Statement on Form S-8 (No. 033-60667-99) pertaining to the registration of 400,000 Shares, issuable under the Registrant’s Parity Investment Bonus Plan, which was filed with the SEC on January 8, 2002.
	·	Registration Statement on Form S-8 (No. 333-76392) pertaining to the registration of 2,700,000 Shares, issuable under the Registrant’s Non-Officer Restricted Stock Plan, which was filed with the SEC on January 8, 2002.
	·	Registration Statement on Form S-8 (No. 333-76394) pertaining to the registration of 6,000,000 Shares, issuable under the Registrant’s 2002 Stock Plan, which was filed with the SEC on January 8, 2002.
	·	Registration Statement on Form S-8 (No. 333-99257) pertaining to the registration of 5,500,000 Shares, issuable under the Registrant’s SFP for Salaried Employees, which was filed with the SEC on September 6, 2002.
	·	Registration Statement on Form S-8 (No. 333-125221) pertaining to the registration of 6,750,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan (as amended and restated, the “2005 Plan”), which was filed with the SEC on May 25, 2005.
	·	Registration Statement on Form S-8 (No. 333-151438) pertaining to the registration of 250,000 Shares, issuable under the Registrant’s U. S. Steel Tubular Services Savings Plan (the “USSTSSP”), which was filed with the SEC on June 5, 2008.
	·	Registration Statement on Form S-8 (No. 333-151440) pertaining to the registration of 5,250,000 Shares, issuable under the Registrant’s SFP for Salaried Employees, which was filed with the SEC on June 5, 2008.
	·	Registration Statement on Form S-8 (No. 333-166787) pertaining to the registration of 8,700,000 Shares, issuable under the Registrant’s 2005 Plan, which was filed with the SEC on May 13, 2010.
	·	Registration Statement on Form S-8 (No. 333-196186) pertaining to the registration of 5,800,000 Shares, issuable under the Registrant’s 2005 Plan, which was filed with the SEC on May 22, 2014.
	·	Registration Statement on Form S-8 (No. 333-210953) pertaining to the registration of 7,200,000 Shares, issuable under the Registrant’s United States Steel Corporation 2016 Omnibus Incentive Compensation Plan (as amended and restated, the “2016 Compensation Plan”), which was filed with the SEC on April 27, 2016.

	·	Registration Statement on Form S-8 (No. 333-217464) pertaining to the registration of 6,300,000 Shares, issuable under the Registrant’s 2016 Compensation Plan, which was filed with the SEC on April 26, 2017.
	·	Registration Statement on Form S-8 (No. 333-231215) pertaining to the registration of 6,000,000 Shares, issuable under the Registrant’s USS 401(k) Plan for USW-Represented Employees, which was filed with the SEC on May 3, 2019.
	·	Registration Statement on Form S-8 (No. 333-231216) pertaining to the registration of 7,000,000 Shares, issuable under the Registrant’s SFP for Salaried Employees, which was filed with the SEC on May 3, 2019.
	·	Registration Statement on Form S-8 (No. 333-237963) pertaining to the registration of 4,700,000 Shares, issuable under the Registrant’s 2016 Compensation Plan, which was filed with the SEC on May 1, 2020.
	·	Registration Statement on Form S-8 (No. 333-237964) pertaining to the registration of 4,000,000 Shares, issuable under the Registrant’s USS 401(k) Plan for USW-Represented Employees, which was filed with the SEC on May 1, 2020.
	·	Registration Statement on Form S-8 (No. 333-237965) pertaining to the registration of 5,000,000 Shares, issuable under the Registrant’s SFP for Salaried Employees, which was filed with the SEC on May 1, 2020.
	·	Registration Statement on Form S-8 (No. 333-237966) pertaining to the registration of 100,000 Shares, issuable under the Registrant’s USSTSSP, which was filed with the SEC on May 1, 2020.
	·	Registration Statement on Form S-8 (No. 333-255653) pertaining to the registration of 14,500,000 Shares, issuable under the Registrant’s 2016 Compensation Plan, which was filed with the SEC on April 30, 2021.
	·	Registration Statement on Form S-8 (No. 333-261805) pertaining to the registration of 1,500,000 Shares, issuable under the Registrant’s Big River Steel 401(k) Plan, which was filed with the SEC on December 21, 2021.
	·	Registration Statement on Form S-8 (No. 333-271503) pertaining to the registration of Shares, issuable under the Registrant’s SFP for Salaried Employees, which was filed with the SEC on April 28, 2023.
	·	Registration Statement on Form S-8 (No. 333-271509) pertaining to the registration of Shares, issuable under the Registrant’s USS 401(k) Plan for USW-Represented Employees, which was filed with the SEC on April 28, 2023.
	·	Registration Statement on Form S-8 (No. 333-287144) pertaining to the registration of 9,730,000 Shares, issuable under the Registrant’s 2016 Compensation Plan, which was filed with the SEC on May 9, 2025.

Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 18, 2023, among the Registrant, Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger became effective on June 18, 2025.

In connection with the closing of the Merger, the Registrant is terminating all offerings pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered but remaining unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 18, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on June 18, 2025.

	UNITED STATES STEEL CORPORATION
	By:	/s/ Scotland M. Duncan
		Name:	Scotland M. Duncan
		Title:	Senior Vice President, General Counsel and Secretary

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

What does United States Steel’s (X) S-8 POS filing announce?

The company is deregistering all unsold shares that had been reserved under 24 employee benefit and incentive plans because those offerings have been terminated.

When did the merger between X and Nippon Steel North America take effect?

According to the filing, the merger became effective on June 18 2025.

How many registration statements are amended in X’s S-8 POS filing?

The amendment covers 24 previously filed Form S-8 registration statements.

Which employee plans are affected by X’s share deregistration?

Plans include the 2016 Omnibus Incentive Compensation Plan, 2005 Stock Incentive Plan, multiple 401(k) plans, Savings Fund Plan for Salaried Employees and other bonus or restricted-stock programs.

What happens to unsold shares registered under X’s equity plans after the merger?

All such shares are removed from registration; they will not be issued now that United States Steel is a private subsidiary of Nippon Steel.