Ancora Calls on U.S. Steel’s Board of Directors to Delay the 2025 Annual Meeting of Stockholders Until After CFIUS Review

Rhea-AI Summary

Ancora Holdings Group, a stockholder of U.S. Steel (NYSE: X), has requested the company's Board to delay its 2025 Annual Meeting of Stockholders following recent developments in the proposed Nippon Steel acquisition. This comes after President Trump directed CFIUS to conduct a new 45-day review of the $55 per share transaction on April 7, 2025.

Ancora believes stockholders should have complete information about the merger before voting on U.S. Steel's future. The firm has nominated nine independent director candidates for the currently scheduled May 6th Annual Meeting, positioning them as a contingency plan for a potential standalone scenario. Ancora emphasizes they won't obstruct the Nippon deal if approved.

The investment firm owns significant positions in U.S. Steel through various funds, with Ancora and its affiliates collectively holding over 2.6 million shares of common stock.

Positive

• Potential $55 per share acquisition offer from Nippon Steel remains on the table
• Strong shareholder activism with significant ownership stake (2.6M+ shares)
• Alternative board slate provides shareholders with strategic options

Negative

• Uncertainty around CFIUS review outcome could delay or derail Nippon Steel acquisition
• Potential proxy contest may create corporate governance instability
• Delayed annual meeting could extend period of strategic uncertainty

Stockholders Deserve Much-Needed Clarity from the New CFIUS Investigation Before Having to Vote on the Future of U.S. Steel

If the $55 per Share Nippon Deal Is Ultimately Approved, Then the Election Contest Will Be Unnecessary

CLEVELAND--(BUSINESS WIRE)-- Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”), a stockholder of United States Steel Corporation (NYSE: X) (“U.S. Steel” or the “Company”), is calling on the Company’s Board of Directors (the “Board”) to delay the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in light of recent developments pertaining to the Company’s blocked sale to Nippon Steel Corporation (“Nippon”). On April 7, 2025, President Donald Trump directed the Committee on Foreign Investment in the United States (“CFIUS”) to conduct and finalize a new review of the transaction within 45 days.

Ancora believes this CFIUS investigation will provide much-needed clarity on the deal. As a result, U.S. Steel should not hold its Annual Meeting until the review is complete. In our view, the only reason to persist with holding the Annual Meeting on May 6, prior to the completion of the CFIUS review, is to further advance the incumbent directors’ goal of retaining their seats on the Board.

To reiterate, Ancora and our director candidates have no intention of standing in the way of the $55 per share Nippon deal. We simply believe stockholders should have complete information regarding the merger before casting their votes on the future of U.S. Steel. This is why we have repeatedly called for the Board to delay the Annual Meeting until there is clarity on the transaction – requests which the Company’s leadership have ignored.

As a reminder, Ancora has nominated nine highly qualified and independent director candidates for election to U.S. Steel’s Board at the May 6^th Annual Meeting because we believe our nominees represent stockholders’ only opportunity to prepare the Company for a standalone scenario during this period of uncertainty. For information on how to vote for Ancora’s full slate on the GOLD universal proxy card, visit www.MakeUSSteelGreatAgain.com.

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Ancora Catalyst Institutional, LP (“Ancora Catalyst Institutional”), together with the other participants named herein, has filed a preliminary proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Ancora Catalyst Institutional’s slate of highly-qualified director nominees at the 2025 annual meeting of stockholders of United States Steel Corporation, a Delaware corporation (the “Company”).

ANCORA CATALYST INSTITUTIONAL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the anticipated proxy solicitation are expected to be Ancora Catalyst Institutional, Ancora Bellator Fund, LP (“Ancora Bellator”), Ancora Catalyst, LP (“Ancora Catalyst”), Ancora Merlin Institutional, LP (“Ancora Merlin Institutional”), Ancora Merlin, LP (“Ancora Merlin”), Ancora Impact Fund LP Series CC (“Ancora Impact CC”), Ancora Impact Fund LP Series DD (“Ancora Impact DD”), Ancora Alternatives LLC, (“Ancora Alternatives”), Ancora Holdings Group, LLC (“Ancora Holdings”), Fredrick D. DiSanto, Jamie Boychuk, Robert P. Fisher, Jr., Dr. James K. Hayes, Alan Kestenbaum, Roger K. Newport, Shelley Y. Simms, Peter T. Thomas, and David J. Urban.

As of the date hereof, Ancora Catalyst Institutional directly beneficially owns 467,582 shares of common stock, par value $1.00 per share (the “Common Stock”), of the Company, 100 shares of which are held in record name. As of the date hereof, Ancora Bellator directly beneficially owns 254,388 shares of Common Stock. As of the date hereof, Ancora Catalyst directly beneficially owns 50,847 shares of Common Stock. As of the date hereof, Ancora Merlin Institutional directly beneficially owns 471,755 shares of Common Stock. As of the date hereof, Ancora Merlin directly beneficially owns 48,136 shares of Common Stock. As of the date hereof, Ancora Impact CC directly beneficially owns 518,909 shares of Common Stock. As of the date hereof, Ancora Impact DD directly beneficially owns 286,169 shares of Common Stock. As of the date hereof, Mr. DiSanto directly beneficially owns 10,000 shares of Common Stock. As of the date hereof, Mr. Kestenbaum directly beneficially owns 500,000 shares of Common Stock. As the investment advisor and general partner to each of Ancora Catalyst Institutional, Ancora Bellator, Ancora Catalyst, Ancora Merlin Institutional, Ancora Merlin, Ancora Impact CC, Ancora Impact DD and certain separately managed accounts (the “Ancora Alternatives SMAs”), Ancora Alternatives may be deemed to beneficially own the 467,582 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 50,847 shares of Common Stock beneficially owned directly by Ancora Catalyst, 254,388 shares of Common Stock beneficially owned directly by Ancora Bellator, 471,755 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 48,136 shares of Common Stock beneficially owned directly by Ancora Merlin, 518,909 shares of Common Stock beneficially owned directly by Ancora Impact CC, 286,169 shares of Common Stock beneficially owned directly by Ancora Impact DD and 563,976 shares of Common Stock held in the Ancora Alternatives SMAs. As the sole member of Ancora Alternatives, Ancora Holdings may be deemed to beneficially own the 467,582 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 50,847 shares of Common Stock beneficially owned directly by Ancora Catalyst, 254,388 shares of Common Stock beneficially owned directly by Ancora Bellator, 471,755 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 48,136 shares of Common Stock beneficially owned directly by Ancora Merlin, 518,909 shares of Common Stock beneficially owned directly by Ancora Impact CC, 286,169 shares of Common Stock beneficially owned directly by Ancora Impact DD and 563,976 shares of Common Stock held in the Ancora Alternatives SMAs. As the Chairman and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be deemed to beneficially own the 467,582 shares of Common Stock beneficially owned directly by Ancora Catalyst Institutional, 50,847 shares of Common Stock beneficially owned directly by Ancora Catalyst, 254,388 shares of Common Stock beneficially owned directly by Ancora Bellator, 471,755 shares of Common Stock beneficially owned directly by Ancora Merlin Institutional, 48,136 shares of Common Stock beneficially owned directly by Ancora Merlin, 518,909 shares of Common Stock beneficially owned directly by Ancora Impact CC, 286,169 shares of Common Stock beneficially owned directly by Ancora Impact DD and 563,976 shares of Common Stock held in the Ancora Alternatives SMAs. As of the date hereof, Messrs. Boychuk, Fisher, Newport, Thomas, and Urban, Dr. Hayes and Ms. Simms do not beneficially own any shares of Common Stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250407602731/en/

Longacre Square Partners LLC

Greg Marose / Ashley Areopagita, 646-386-0091

gmarose@longacresquare.com / aareopagita@longacresquare.com



Saratoga Proxy Consulting LLC

John Ferguson / Joseph Mills, 212-257-1311

info@saratogaproxy.com

Source: Ancora Holdings Group, LLC

FAQ

Why is Ancora requesting to delay U.S. Steel's (X) 2025 Annual Meeting?

Ancora wants shareholders to have complete information about the CFIUS review of the $55/share Nippon Steel deal before voting, as the review could significantly impact the company's future.

What is the timeline for CFIUS review of U.S. Steel (X) Nippon deal in 2025?

President Trump ordered CFIUS to conduct and complete a new 45-day review of the transaction, starting from April 7, 2025.

How many director candidates has Ancora nominated for U.S. Steel's (X) board?

Ancora has nominated nine independent director candidates for election at the May 6th Annual Meeting.

What is Ancora's position on U.S. Steel's (X) $55 per share Nippon deal?

Ancora states they won't obstruct the $55 per share Nippon deal if approved, but want to prepare for a potential standalone scenario during the uncertainty.

How many shares of U.S. Steel (X) does Ancora own in 2025?

Ancora and its affiliates collectively own over 2.6 million shares of U.S. Steel common stock through various funds and managed accounts.