Nippon, U.S. Steel Finalize Takeover Plans

Deal will give federal government a seat on company’s board

By Jason Togyer
The Tube City Almanac
June 18, 2025
Posted in: State & Region

UPDATED: Adds comments from Allegheny County Executive Sara Innamorato

U.S. Steel’s Edgar Thomson Plant was founded by Andrew Carnegie in 1873 and forms the nucleus of what is now called the Mon Valley Works. (Mark Dixon photo via Flickr, licensed under Creative Commons)

Japan-based Nippon Steel and Pittsburgh’s U.S. Steel announced Wednesday morning that they have agreed to a deal that will preserve the company’s headquarters in Pittsburgh and commit to $11 billion of investment in American steel-making and mining facilities.

• Related Story: Union says it will hold Nippon Steel to its promises

The almost $15 billion deal also gives the federal government a seat on U.S. Steel’s board of directors. In addition, it will require consent from the President of the United States on certain operating decisions, including moving jobs out of the U.S. Both sides are calling the agreement a “golden share” for the government.

Trading of U.S. Steel shares was halted at 8:30 a.m. Wednesday on the New York Stock Exchange, and the stock will be delisted from the exchange June 30.

The final listed market price of U.S. Steel stock was $54.84 per share, roughly double the price in September 2024, when the Nippon Steel takeover seemed to be in jeopardy. Both then-President Biden and Donald Trump, running for re-election, had vowed to stop the deal.

‘Golden share’ was key to overcoming federal objections

Nippon Steel’s takeover ends 124 years of independence for U.S. Steel — once the world’s largest steelmaker — which will become a wholly owned subsidiary of the Japanese company. U.S. Steel’s share of the worldwide steel market has fallen significantly from its peak in the 1950s; it was ranked the 24th-largest steel company in the world in 2023.

The “golden share” agreement was key to overcoming the Trump Administration’s objection to the Nippon takeover.

The president visited Irvin Plant in West Mifflin on May 30 to announce that a deal had been reached between U.S. Steel and Nippon, and to voice his support.

“Building on our investment, the transfer of our advanced technologies, and the unwavering efforts of management and the employees of both companies, Nippon Steel is committed, together with U. S. Steel, to solidifying its position as the world’s leading steelmaker,” said Eiji Hashimoto, Nippon Steel’s chairman and chief executive officer, in a prepared statement.

Nippon was the world’s fourth-largest steel company by tonnage in 2023, behind the European company ArcelorMittal and two Chinese companies, Baowu Steel Group and Ansteel Group.

Both of the Chinese companies are owned by the Chinese government.

3,000 Mon Valley jobs impacted

U.S. Steel was formed in 1901 from the merger of Andrew Carnegie’s steel empire with other giant steel-making companies and once dominated the Mon-Yough area, with two large plants in McKeesport employing more than 10,000 people, as well as mammoth facilities in Duquesne and Homestead.

Today’s deal affects the jobs of more than 3,000 steelworkers in the Mon Valley, where U.S. Steel operates the Pittsburgh area’s last integrated steelmaking facility. The Mon Valley Works includes a coal by-products plant in Clairton; a blast-furnace and continuous casting facility, Edgar Thomson Plant, in Braddock and North Braddock; and a rolling mill, Irvin Plant, in West Mifflin.

U.S. Steel has been seeking a takeover or merger partner for more than two years and rejected competing offers from Cleveland-Cliffs Inc. and other suitors in favor of the Nippon Steel proposal.

Although the United Steelworkers union favored a deal with Cleveland-Cliffs, many rank-and-file members of the union favored the Nippon Steel takeover.

Elected officials — including the mayors of Clairton and West Mifflin — also publicly endorsed Nippon Steel’s offer as the best hope for retaining steel-making facilities in the Mon Valley.

County: Hopes company will be a ‘better community partner’

Allegheny County Executive Sara Innamorato said she welcomed the news that the takeover had been finalized. 

“I’ve had open lines of communication with Nippon and U.S. Steel since I took office,” Innamorato said. “I look forward to working with them, the unions who represent their workers, and the host communities as a team to both honor the commitments in the agreement and do whatever is necessary to advance the development of a new, modern mill right here in Western Pennsylvania.”

In a prepared statement, Innamorato said that she hoped the deal would keep steel jobs in Allegheny County “for decades to come.”

But she also alluded to well-publicized incidents involving the company’s Clairton Plant, which has been repeatedly cited by Allegheny County Health Department as well as federal environmental authorities for violating clean-air standards.

“Keeping local jobs, honoring labor agreements, meeting all regulatory requirements, and becoming a better community partner are all worthwhile outcomes of this deal,” Innamorato said.

Nippon officials grateful to local leaders, workers

Takahiro Mori, vice-chairman of Nippon Steel, who will serve as chairman of the board of U.S. Steel, said that over the past several months, he has engaged in “extensive dialogue with many stakeholders, including the employees of U. S. Steel, government officials and community leaders.”

“I would like to express my sincere gratitude to all of them for their tremendous cooperation and support for this partnership,” Mori said in a prepared statement. “I am delighted that we have made this day a reality. We share President Trump’s commitment to protect the future of the American steel industry, American workers, and American national security, and we look forward to building a stronger and brighter future for U. S. Steel.”

The takeover was contigent on approval from the federal government.

Under a National Security Agreement with the administration, Nippon and U.S. Steel have agreed to:

• Invest approximately $11 billion in U.S. Steel facilities by 2028;
• Retain U.S. Steel’s Pittsburgh headquarters;
• Keep the U.S. Steel subsidiary as a U.S.-based corporation;
• Appoint a U.S. Steel board of directors primarily comprised of U.S. citizens;
• Keep U.S. citizens in key management roles, including chief executive officer; and
• Produce and supply steel from U.S. facilities for U.S. market demands.

In addition, Nippon Steel has agreed not to interfere with U.S. Steel’s ability to pursue enforcement of U.S. trade laws.

According to this morning’s announcement, the partnership is designed to “protect and create more than 100,000 jobs.” The figure includes direct, indirect and “induced” jobs and is based on a study by Parker Strategy Group, paid for by U.S. Steel.

U.S. Steel currently has 22,000 employees in Pennsylvania, Indiana, Arkansas, Minnesota and Alabama, according to its annual reports.

U.S. Steel CEO: A ‘momentous day’

In a prepared statement, U.S. Steel Chief Executive Officer David Burritt called the deal a “momentous day for our country, our communities, and the American steel industry.”

“U. S. Steel will remain rooted in the United States and continue to call Pittsburgh home,” said Burritt, who has served as U.S. Steel’s CEO since 2017. “Through our partnership with Nippon Steel, we are poised to grow better and bigger, with transformative investment, cutting-edge technology and the creation of good-paying jobs across the United States.”

In addition to giving the federal government the right to appoint one of the members of the U.S. Steel board, the so-called “golden share” also requires the president’s consent before the company can change its name, relocate out of the United States, acquire competing businesses, and make certain decisions regarding the closure or idling of U.S. Steel’s existing manufacturing facilities.

U.S. Steel's largest domestic facility is Gary Works in Indiana, outside of Chicago. Opened in 1906, the plant has an annual capacity of 8.2 million tons.

According to public statements released to investors this year, U.S. Steel has a total annual capacity of 13.2 million net tons for flat-rolled steel, 6.3 million tons at mini-mills, 900,000 tons of pipe and tube products, and 5 million tons of steel at its European facilities.

Nippon Steel said that adding U.S. Steel’s facilities will boost the company’s combined output globally to 86 million tons. The company has a global strategic goal of 100 million tons of steel production capacity.

In addition to Japan and the United States, Nippon Steel currently has manufacturing facilities in more than 15 countries including India, Thailand, Indonesia, Vietnam, Brazil, Mexico and Sweden.

Conflict of Interest Note: The author of this story has a conflict of interest. He is a U.S. Steel stockholder and a member of the United Steelworkers union.

Originally published June 18, 2025.

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