UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2020 (June 17, 2020)

United States Steel Corporation

(Exact Name of Registrant as Specified in Charter)

600 Grant Street,

Pittsburgh, PA 15219-2800

(Address of Principal Executive Offices, and Zip Code)

(412) 433-1121

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

Common Stock Offering

Underwriting Agreement

On June 17, 2020, United States Steel Corporation (the “Company”) executed and delivered an underwriting agreement with Morgan Stanley & Co. LLC as the underwriter (the “Underwriter”) (the “Underwriting Agreement”) relating to the purchase of 50,000,000 shares of its common stock (the “Shares”), for gross proceeds of approximately $429 million. The Company has granted the Underwriter a 30-day option to purchase up to 7,500,000 additional Shares from the Company. The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities. A copy of the Underwriting Agreement is included in this Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The summary description of the terms of the Underwriting Agreement in this report is qualified in its entirety by reference to Exhibit 1.1.

On June 22, 2020, the Company issued and sold the Shares to the Underwriter as contemplated by the Underwriting Agreement. The Shares were sold pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-229713) filed on February 15, 2019 and the related prospectus dated February 15, 2019, as supplemented by the prospectus supplement dated June 17, 2020 relating to the Shares. A copy of the opinion of counsel of the Company relating to the validity of the Shares is attached hereto as Exhibit 5.1.

Item 7.01 Regulation FD Disclosure.

On June 17, 2020, the Company issued a press release announcing that it had priced its previously announced offering of Shares. A copy of the press release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.