U.S. Steel Deregisters 24 S-8 Plans After Nippon Steel Merger Close

Q: What happens to U.S. Steel鈥檚 employee stock plans after the Nippon Steel merger?

All offerings are terminated ; any unissued shares are removed from SEC registration, and future benefits will be managed privately.

Q: Is U.S. Steel still a publicly traded company after June 18, 2025?

No. The company became a wholly owned subsidiary of Nippon Steel and its common stock is no longer publicly traded.

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

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

S-8 POS

Rhea-AI Filing Summary

United States Steel Corporation (NYSE: X) filed a series of Post-Effective Amendment No. 1 (and No. 3 for the oldest registrations) to 24 previously effective Form S-8 registration statements on 18 June 2025. The purpose is to deregister every share of common stock that remained unsold under a wide range of employee equity and savings plans, including the 2002 Stock Plan, 2005 Stock Incentive Plan, 2016 Omnibus Incentive Compensation Plan, multiple 401(k) plans, and other benefit programs.

The filing follows the consummation of the merger between U. S. Steel and Nippon Steel North America, Inc. (a subsidiary of Nippon Steel Corporation) under the Agreement and Plan of Merger dated 18 December 2023. As of 18 June 2025, Merger Sub was merged into U. S. Steel, which now operates as a wholly owned subsidiary of Nippon Steel. In light of the closing, all active offerings under the listed S-8 registrations are terminated and any unsold securities are removed from registration.

Administrative details include:

All amendments are filed under the Securities Act of 1933 and signed by Senior Vice President & General Counsel Scotland M. Duncan.
The company was a large accelerated filer at the time of filing.
No additional financial statements, earnings data, or incremental consideration are provided; the filing solely effects deregistration.

Investor takeaway: The document formally confirms that the public equity of U. S. Steel has been fully absorbed by Nippon Steel, ending the company鈥檚 status as an independent, publicly traded issuer and eliminating any residual shares that could have been issued under benefit plans.

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鞝滌稖鞁� 須岇偓電� 雽€攴滊 臧€靻� 鞁犼碃鞛�(large accelerated filer)鞓赌鞀惦媹雼�.
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Positive

Merger completion provides liquidity to prior public shareholders, locking in the cash consideration negotiated in December 2023.
Deregistration reduces administrative costs and regulatory burden for the combined entity.

Negative

Elimination of public float removes future trading opportunities for investors who wished to hold an independent U.S. Steel stake.
Loss of SEC-level disclosure may reduce transparency for employees still participating in legacy benefit plans now housed within a private subsidiary.

Insights

TL;DR: Filing finalises U.S. Steel鈥檚 transition to private ownership under Nippon Steel, terminating all employee-plan share offerings.

The post-effective amendments serve as the legal book-closing for U.S. Steel鈥檚 equity programs after the Nippon merger. All residual authorisations鈥攖otalling tens of millions of shares across 24 plans鈥攁re rescinded, preventing any inadvertent issuances and eliminating ongoing SEC compliance costs. The action is consistent with best practices following a cash-out merger and removes lingering dilution risk for the new parent.

TL;DR: Routine deregistration, but signals complete loss of public-market governance and disclosure for former X shareholders.

By cancelling all S-8 registrations, U.S. Steel exits SEC reporting on equity compensation, underscoring its new private-subsidiary status. Governance shifts entirely to Nippon Steel, with no further obligations to provide U.S. proxy filings, Section 16 reports, or shareholder votes. Stakeholders in legacy benefit plans will now rely on internal plan documents and parent-level oversight rather than SEC safeguards.

頄夓爼鞝� 靹鸽秬靷暛鞚€ 雼れ潓瓿� 臧欖姷雼堧嫟:

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鞝滌稖鞁� 須岇偓電� 雽€攴滊 臧€靻� 鞁犼碃鞛�(large accelerated filer)鞓赌鞀惦媹雼�.
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06/18/2025 - 05:07 PM

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.

Source:

FAQ

Why did United States Steel Corporation (X) file Post-Effective Amendments on June 18, 2025?

To deregister all unsold shares under 24 employee equity and savings plans following its merger into Nippon Steel North America.

What happens to U.S. Steel鈥檚 employee stock plans after the Nippon Steel merger?

All offerings are terminated; any unissued shares are removed from SEC registration, and future benefits will be managed privately.

Is U.S. Steel still a publicly traded company after June 18, 2025?

No. The company became a wholly owned subsidiary of Nippon Steel and its common stock is no longer publicly traded.

Does this filing affect the cash consideration paid in the merger?

No. Consideration was set in the December 18, 2023 Merger Agreement; this amendment only deregisters unsold plan shares.

Where can investors find the full Merger Agreement?

It is filed as Exhibit 2.1 to U.S. Steel鈥檚 Form 8-K submitted on December 18, 2023.

AG真人官方

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

Insights

FAQ

Why did United States Steel Corporation (X) file Post-Effective Amendments on June 18, 2025?

What happens to U.S. Steel鈥檚 employee stock plans after the Nippon Steel merger?

Is U.S. Steel still a publicly traded company after June 18, 2025?

Does this filing affect the cash consideration paid in the merger?

Where can investors find the full Merger Agreement?

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

Insights

M&A Specialist positive

Corporate Governance Expert neutral

FAQ

Why did United States Steel Corporation (X) file Post-Effective Amendments on June 18, 2025?

What happens to U.S. Steel鈥檚 employee stock plans after the Nippon Steel merger?

Is U.S. Steel still a publicly traded company after June 18, 2025?

Does this filing affect the cash consideration paid in the merger?

Where can investors find the full Merger Agreement?

NYSE:X

X Rankings

X Latest News

X Latest SEC Filings

X Stock Data