U. S. Steel Announces Fundamental Change and Make-Whole Fundamental Change Relating to Its Outstanding Convertible Notes

June 18, 2025

PITTSBURGH, June 18, 2025 – United States Steel Corporation (“U. S. Steel”) today announced that it has delivered a notice to holders of its 5.00% Senior Convertible Notes due 2026 (the “Notes”), pursuant to the Indenture, dated as of October 21, 2019, between U. S. Steel and The Bank of New York Mellon, as Trustee (as supplemented from time to time, the “Indenture”), notifying holders of the Notes that, as a result of the consummation of the merger (the “Merger”) pursuant to the terms of the Agreement and Plan of Merger, dated as of December 18, 2023, by and among Nippon Steel North America, Inc., 2023 Merger Subsidiary, Inc., Nippon Steel Corporation (“NSC”) and U. S. Steel, a “Fundamental Change,” a “Make-Whole Fundamental Change” and a “Share Exchange Event,” each as defined in the Indenture, occurred effective as of June 18, 2025 (the “Effective Date”).

As a result of the Fundamental Change, holders of the Notes have the right (the “Fundamental Change Purchase Right”) to require U. S. Steel to purchase for cash (i) all of such holder’s Notes or (ii) any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof, in each case, on July 18, 2025 (the “Fundamental Change Purchase Date”), at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Purchase Date. Holders may exercise their Fundamental Change Purchase Right by delivering their notes for repurchase by book-entry transfer, in compliance with The Depositary Trust Company (“DTC”) procedures in connection with tendering beneficial interests in a global note for purchase, at any time on or before the expiration time of 5:00 p.m., New York City time, on July 17, 2025.

Notwithstanding the Fundamental Change Purchase Right, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m., New York City time, on July 17, 2025 (the “Conversion Period”). Pursuant to the terms of the Indenture, in connection with the consummation of the Merger and the occurrence of a Share Exchange Event, U. S. Steel and the Trustee entered into a First Supplemental Indenture to the Indenture, providing that, following the Effective Date, the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely an amount of cash equal to (i) the merger consideration of $55.00 per share multiplied by (ii) the amount of common stock that a holder would have received under the conversion rate in effect immediately prior to the Share Exchange Event. The conversion rate in effect immediately prior to the Share Exchange Event, taking into account all adjustments, was 74.8391 shares of common stock per $1,000 principal amount of Notes. As a result, holders will be entitled to receive $4,116.15 in cash per $1,000 principal amount of Notes validly surrendered for conversion. Holders may convert their Notes by delivering the appropriate instruction form pursuant to DTC’s book-entry conversion program and transferring such Notes to The Bank of New York Mellon, as conversion agent, through the transmittal procedures of DTC, prior to the end of the Conversion Period. Holders may not convert any Notes with respect to which they have delivered a book-entry transfer instruction in connection with exercising their Fundamental Change Purchase Right.

The trustee, paying agent and conversion agent for the Notes is:
The Bank of New York Mellon
500 Ross Street, 12th Floor
Pittsburgh, Pennsylvania 15262
Attention: Corporate Trust Administration

None of U. S. Steel, NSC or any of their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives, or The Bank of New York Mellon, in its role as trustee, paying agent and conversion agent, is making any representation or recommendation to any holder as to whether or not to surrender or convert such holder’s Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


Cautionary Note Regarding Forward-Looking Statements

This release contains information regarding U. S. Steel and NSC that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only current beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of U. S. Steel’s or NSC’s control. Caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. U. S. Steel directs readers to its Annual Report on Form 10-K for the year ended December 31, 2024 and the other documents it files with the SEC for risks associated with its future performance. These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. All information in this report is as of the date above. U. S. Steel does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in its expectations whether as a result of new information, future events or otherwise, except as required by law.

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About U. S. Steel
Founded in 1901, U. S. Steel delivers profitable and sustainable steel solutions. Propelled by its talented employees and an unwavering focus on safety, U. S. Steel serves the automotive, construction, appliance, energy, containers, and packaging industries with high value-added steel products. Steel production begins with our competitively advantaged iron ore production capabilities which fuel our integrated steelmaking facilities and investments in electric arc furnaces. To help our customers create the best products with the fewest emissions, we are committed to reaching net-zero greenhouse gas emissions by 2050. U. S. Steel is at the forefront of creating steels that are stronger, lighter, and better for the environment. This includes our proprietary XG3® advanced high-strength steel, verdeX® steel produced with 70-80% lower CO2 emissions with a recycled content of up to 90%, and ultra-thin lightweight InduX™ steel for electric vehicles, generators, and transformers. U. S. Steel maintains operations across the United States and in Central Europe and is headquartered in Pittsburgh, Pennsylvania. For more information, please visit www.ussteel.com and follow U. S. Steel on LinkedIn, Instagram, Facebook, and X.

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