[144] Keysight Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

United States Steel Corporation (U.S. Steel, ticker X) filed a series of Post-Effective Amendments to more than 20 previously effective Form S-8 registration statements. The amendments remove from registration every share of common stock that remained unsold under the company’s various employee benefit and equity incentive plans.

The action follows the closing of the June 18 2025 merger in which Nippon Steel North America, Inc. acquired U.S. Steel through its wholly owned subsidiary, 2023 Merger Subsidiary, Inc. As a result, U.S. Steel became a wholly owned subsidiary of Nippon Steel and will no longer offer or sell securities to the public under the cited plans.

Key points:

• Deregistration covers plans such as the Savings Fund Plan for Salaried Employees, the 2002 and 2005 Stock Plans, the 2016 Omnibus Incentive Compensation Plan, multiple 401(k) plans and other legacy arrangements.
• The largest individual registration affected was 14.5 million shares registered in April 2021 under the 2016 Compensation Plan; other registrations ranged from 100 k to 9.73 million shares.
• The filing is administrative and stems directly from the merger; no new financial results or forward-looking information are provided.

Because the company is now private, these amendments formally terminate the public offering of shares tied to employee benefit programs and eliminate any future reporting obligations related to these unsold securities.

Positive

• Merger completion: Confirms the closing of the Nippon Steel acquisition, delivering the previously agreed cash consideration to former U.S. Steel shareholders.

Negative

• Loss of public listing: Deregistration underscores that U.S. Steel shares are no longer publicly traded, eliminating direct investment opportunities in the standalone company.

Insights

M&A Specialist

TL;DR: Administrative deregistration finalizes equity plan cleanup after Nippon Steel takeover; low standalone impact on legacy shareholders.

This filing merely clears the SEC ledger of unsold shares that were once available under U.S. Steel’s incentive and savings plans. The legal necessity arises from Section 5 obligations tied to registration statements, which must be withdrawn when offerings end. All economic value to former public shareholders was crystallized at the closing of the merger; therefore, the amendment has no incremental cash flow or valuation effect. It does, however, signal completion of post-closing housekeeping and reduces future compliance costs for the private entity.

Corporate Governance Expert

TL;DR: Filing confirms plan terminations and eliminates residual public-company reporting duties.

From a governance standpoint, deregistering the remaining stock under employee plans prevents inadvertent violations of securities laws and ensures that plan participants cannot acquire public-market shares that no longer exist. It also closes the books on historical equity compensation programs, simplifying benefit administration within Nippon Steel’s corporate structure. Impact is operational rather than financial, hence neutral for investors.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	12215	2010591.98	172108859	06/30/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/14/2025	Restricted Stock Vesting	Issuer			12215	05/14/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did United States Steel (X) file these Post-Effective Amendments?

Because the Nippon Steel merger closed on June 18 2025, U.S. Steel is terminating all public offerings and must deregister any unsold shares under its employee benefit plans.

Which U.S. Steel plans are affected by the deregistration?

Plans include the 2016 Omnibus Incentive Compensation Plan, various 401(k) plans, the 2002 & 2005 Stock Plans, and other savings or bonus plans listed in the filing.

How many shares are being deregistered in total?

The filing cites multiple S-8 registrations, the largest single block being 14.5 million shares from April 2021; the aggregate runs into tens of millions, all now withdrawn.

Does the deregistration affect former U.S. Steel public shareholders?

No. Shareholders received merger consideration at closing; the amendment is administrative and has no impact on their payout.

Will U.S. Steel file SEC reports after this merger?

As a wholly owned subsidiary of Nippon Steel, U.S. Steel is no longer required to file periodic reports; these amendments further reduce any remaining SEC obligations.