PITTSBURGH–(BUSINESS WIRE<\/a>)– \nAncora\u2019s newly unveiled, last-minute \u201cplan\u201d is inconsistent at best and begets the critical question: If Ancora now believes their plan would deliver $75+ per share, why are they suddenly also supporting a $55 per share cash deal with Nippon Steel?<\/span><\/i><\/b> Ancora\u2019s flip-flopping on the Nippon Steel deal should make U. S. Steel stockholders even more skeptical of Ancora\u2019s true motives.\n<\/p>\n \nThe $75 per share that the Ancora \u201cplan\u201d proposes is really an unrealistic, distant future value pipedream rooted firmly in fiction. The \u201cplan\u201d also ignores the benefits of U. S. Steel\u2019s diversified business model that has positioned the Company to deliver strong returns for stockholders. Ancora\u2019s assertions that there has been a history of underinvestment and lagging performance ignore the Company\u2019s transformation into a modern, innovative steel producer with a portfolio balanced between integrated mini mills and blast furnace capabilities.\n<\/p>\n 1. After consistently opposing the deal with Nippon Steel, Ancora and its nominees in desperation have suddenly changed their tune and now claim to hope the transaction worth $55 per share in cash is completed.<\/b><\/p>\n 2. President Trump has now ordered a fresh review by the Committee on Foreign Investment in the United States (\u201cCFIUS\u201d), validating the Board\u2019s litigation strategy, which Ancora repeatedly attacked as \u201cfruitless\u201d and \u201cwasteful\u201d before suddenly reversing course and supporting the transaction.<\/b><\/p>\n 3. Ancora\u2019s latest \u201cplan\u201d is an outdated strategy to reverse U. S. Steel\u2019s mini mill investments, which would be value-destructive to stockholders.<\/b><\/p>\n 4. Ancora\u2019s new \u201cplan\u201d is based on false assumptions and financial engineering that appear to be designed to overinflate values.<\/b><\/p>\n 5. Ancora\u2019s \u201cplan\u201d appears to want to put the decision making of U. S. Steel in the hands of the United Steelworkers (\u201cUSW\u201d) International leadership, to the detriment of a value-maximizing strategy that benefits stockholders.<\/b><\/p>\n In sum, stockholders should be very skeptical of Ancora\u2019s \u201cplan\u201d or that their nominees could or would vigorously fight for the Nippon Steel deal. Stockholders should reject their baseless, self-serving and value-destructive proxy contest.<\/span><\/b><\/p>\n The Company encourages U. S. Steel stockholders to protect the value of your investment<\/b> andvote “FOR<\/b>” all 10 highly qualified U. S. Steel director nominees standing for election at the Annual Meeting on the WHITE<\/span><\/b> proxy card andto DISCARD any materials sent by Ancora<\/b>, including any gold proxy card or gold voting instruction form, and NOT to vote using Ancora\u2019s materials.\n<\/p>\n For more information regarding U. S. Steel\u2019s strategy and Board nominees, please visit: YOUR VOTE IS IMPORTANT!<\/i><\/b><\/p>\n \nIf you have any questions about the Annual Meeting or how to vote your shares, please contact the firm assisting us with the solicitation of proxies.\n<\/p>\n INNISFREE M&A INCORPORATED<\/b><\/p>\n (888) 750-5884 (toll free from the U.S. and Canada) or About U. S. Steel<\/b><\/p>\n \nFounded 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\u00ae<\/sup> advanced high-strength steel, verdeX\u00ae<\/sup> steel produced with 70-80% lower CO2<\/sup> emissions with a recycled content of up to 90%, and ultra-thin lightweight InduX\u2122 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<\/a> and follow U. S. Steel on LinkedIn<\/a>, Instagram<\/a>, Facebook<\/a>, and X<\/a>.\n<\/p>\n Forward-Looking Statements<\/b><\/p>\n \nThis communication contains information regarding the Company that may constitute \u201cforward-looking statements,\u201d 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 \u201cbelieve,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201cestimate,\u201d \u201canticipate,\u201d \u201cproject,\u201d \u201ctarget,\u201d \u201cforecast,\u201d \u201caim,\u201d \u201cshould,\u201d \u201cplan,\u201d \u201cgoal,\u201d \u201cfuture,\u201d \u201cwill,\u201d \u201cmay\u201d and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about future operating or financial results, operating or financial performance, trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational cash improvements and changes in the global economic environment, anticipated capital expenditures, the construction or operation of new or existing facilities or capabilities and the costs associated with such matters, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the merger between the Company and Nippon Steel Corporation (the \u201cMerger\u201d), including the timing of the completion of the Merger. 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 the Company\u2019s 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 the Company\u2019s control. It is possible that the Company\u2019s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable as of the time made. However, 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. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company\u2019s historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the Merger on a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement and plan of merger relating to the Merger (the \u201cMerger Agreement\u201d); risks arising from litigation related to the Merger, either brought by or against the parties; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Merger and related litigation; certain restrictions during the pendency of the Merger that may impact the Company\u2019s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company\u2019s common stock; the risk of any unexpected costs or expenses resulting from the Merger; the risk that the Merger and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending Merger could distract management of the Company. The Company directs readers to Item 1A of the Annual Report on Form 10-K for the year ending December 31, 2024, and the other documents it files with the SEC for other risks associated with the Company\u2019s 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. The Company does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in the Company\u2019s expectations whether as a result of new information, future events or otherwise, except as required by law. References to (i) \u201cU. S. Steel,\u201d the \u201cCorporation,\u201d the \u201cCompany,\u201d \u201cwe,\u201d \u201cus,\u201d and \u201cour\u201d refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context and (ii) \u201cBig River Steel\u201d refers to Big River Steel Holdings LLC and its direct and indirect subsidiaries unless otherwise indicated by the context. U. S. Steel does not incorporate into this document the contents of any website References throughout this document to greenhouse gas (\u201cGHG\u201d) emissions refer to Scope 1 and Scope 2 emissions.\n<\/p>\n Important Additional Information Regarding Proxy Solicitation<\/b><\/p>\n \nUnited States Steel Corporation (the \u201cCompany\u201d) has filed a definitive proxy statement and accompanying WHITE proxy card with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) in connection with the Company\u2019s 2025 Annual Meeting of Stockholders (the \u201cProxy Statement\u201d and such meeting the \u201c2025 Annual Meeting\u201d) and its solicitation of proxies for the Company\u2019s director nominees and for other matters to be voted on. The Company may also file other relevant documents regarding its solicitation of proxies for the 2025 Annual Meeting. BEFORE<\/b>MAKING ANY VOTING DECISION, THE COMPANY\u2019S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY\u2019S DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD, ALONG WITH ANY AMENDMENTS AND SUPPLEMENTS THERETO AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY ARE FILED, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.<\/b> The Company\u2019s stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by Company with the SEC without charge from the SEC\u2019s website at www.sec.gov<\/a>. Copies of the documents filed by Company with the SEC also may be obtained, without charge, by directing a request to United States Steel Corporation, 600 Grant Street, Suite 1884, Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary; telephone 412-433-1121, or from the Company\u2019s website www.ussteel.com<\/a>.\n<\/p>\n Participants in Solicitation<\/b><\/p>\n \nThe Company, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from the Company\u2019s stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding the names of the Company\u2019s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Proxy Statement, including under the headings \u201cProposal 1: Election of Directors,\u201d \u201cCorporate Governance,\u201d \u201cDirector Compensation,\u201d \u201cProposal 2: Advisory Vote on Executive Compensation,\u201d \u201cCompensation & Organization Committee Report,\u201d \u201cCompensation Discussion and Analysis,\u201d \u201cExecutive Compensation Tables,\u201d \u201cPotential Payments Upon Termination or Change in Control,\u201d \u201cCEO Pay Ratio,\u201d \u201cPay Versus Performance,\u201d \u201cStock Ownership of Directors and Executive Officers,\u201d and \u201cStock Ownership of Certain Beneficial Owners.\u201d To the extent holdings by our directors and executive officers of Company securities reported in the Proxy Statement have changed, such changes will be reflected on Statements of Change of Ownership on Forms 3, 4 or 5 filed with the SEC. These documents can be obtained free of charge from the sources indicated above. These documents can be obtained free of charge from the sources indicated above.\n<\/p>\n 1<\/sup> Source: U. S. Steel Press Release<\/a> 4\/12\/24\n<\/p>\n 2<\/sup> Sources: First River LLC 1990-1993; AISI 1994-2009; CRU 2010-2029\n<\/p>\n 3<\/sup> Sources: Based on historical average EV \/ NTM EBITDA multiples per FactSet. EAF operations include Nucor and Steel Dynamics. Blast furnace operations include Cleveland-Cliffs, ArcelorMittal, and Stelco\n<\/p>\n 4<\/sup> Based on Cleveland-Cliffs\u2019 closing price on 4\/4\/25 of $6.96 and 52-week high of $22.67 as of 4\/8\/24\n<\/p>\n 5<\/sup> Time period from 9\/30\/19, one day before U. S. Steel announced the acquisition of 49.9% interest in Big River Steel, to current market date of 4\/4\/25\n<\/p>\n 6<\/sup> Mean research target price as of the end of 2019. Based on 11 sell-side research estimates\n<\/p>\n 7<\/sup> Mean research target price as of 4\/7\/25. Based on seven sell-side research estimates of the standalone valuation of U. S. Steel\n<\/p>\n 8<\/sup> Source: Ancora Schedule 14A<\/a> 2\/19\/25\n<\/p>\n 9<\/sup> Source: Ancora Presentation<\/a>, Slide 24, 4\/8\/25\n<\/p>\n 10<\/sup> Market data as of 4\/4\/25 per FactSet. Blast furnace operations include Cleveland-Cliffs, ArcelorMittal, and Stelco measured over the last three years\n<\/p>\n 11<\/sup> Sources: U. S. Steel Press Release<\/a> 4\/12\/24 and \u201cWhat People Are Saying \u2013 Immense Support from Employees<\/a>\u201d\n<\/p>\n 12<\/sup> Sources: Cleveland-Cliffs Press Release<\/a> 8\/17\/23 and Cleveland-Cliffs Press Release<\/a> 9\/5\/24\n<\/p>\n 13<\/sup> Source: U. S. Steel Definitive Proxy Statement<\/a> 3\/12\/24\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250408946072\/en\/<\/a><\/span><\/p>\n Media Kelly Sullivan \/ Ed Trissel Investors KEYWORDS:<\/b> United States North America Pennsylvania<\/p>\n INDUSTRY KEYWORDS:<\/b> Professional Services Manufacturing Steel Finance<\/p>\n
\nUnited States Steel Corporation (“U. S. Steel” or the \u201cCompany\u201d) (NYSE: X) today set the record straight on several flaws in the strategic \u201cplan\u201d for U. S. Steel published by Ancora Catalyst Institutional, LP (\u201cAncora\u201d).\n<\/p>\n\n
\n
\n
\n
\n
\n
\n
\n
<\/b>www.VoteforUSSFuture.com<\/b><\/a><\/p>\n
\n
<\/b>+1 (412) 232-3651 (from other countries)<\/b><\/p>\n<\/p>\n
\n<\/i><\/b>
Corporate Communications
\n
T \u2013 412-433-1300
\n
E \u2013 media@uss.com
\n<\/a><\/p>\n
\n
Joele Frank, Wilkinson Brimmer Katcher
\n
T \u2013 212-355-4449<\/p>\n
\n<\/i><\/b>
Emily Chieng
\n
Investor Relations Officer
\n
T \u2013 412-618-9554
\n
E \u2013 ecchieng@uss.com<\/a><\/p>\n
![\"Logo\"](\"https:\/\/mms.businesswire.com\/media\/20250408946072\/en\/2434028\/3\/USS_Logo_for_Releases.jpg\"){kind=logo}
<\/td>\n<\/tr>\n