U. S. Steel Announces Early Tender Results of Big River’s Cash Tender Offers For Bonds

PITTSBURGH--(BUSINESS WIRE)--United States Steel Corporation (“U. S. Steel”) announced today the early tender results of the previously announced cash tender offers by its subsidiaries, Big River Steel LLC, a Delaware limited liability company (“BRS”), BRS Finance Corp., a Delaware corporation (“BRS Finance”) and BRS Intermediate Holdings LLC, a Delaware limited liability company (“BRS Intermediate” and together with BRS and BRS Finance, the “Offerer”), to purchase for cash any and all of the two series of bonds listed in the table below (the “Bonds”). The terms and conditions of the Tender Offers and the Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement dated February 20, 2026 (the “Offer to Purchase and Consent Solicitation”). Terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation.

The table below sets forth the results of the Tender Offers, as of 5:00 p.m. (Eastern Time) on March 5, 2026 (the “Early Tender Date”) as reported by D.F. King & Co., Inc., the Information Agent and the Tender Agent for the Tender Offers:

			Dollars per $1,000 Principal Amount of Bonds
Title of Bond	CUSIP No.	Principal Amount Outstanding	Tender Offer Consideration (1)	Early Tender Premium	Total Consideration (1)(2)	Total Tendered
Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Series 2019	04108W CC4	$487,000,000	$1,000	$20	$1,020	$485,400,000
Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Tax-Exempt Series 2020 (Green Bonds)	04108W CD2	$265,000,000	$1,000	$20	$1,020	$265,000,000
(1) Excludes accrued and unpaid interest on the purchased Bonds from the applicable last interest payment date of such Bonds up to, but not including, the Settlement Date, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable. (2) Includes the Early Tender Premium.

Each Holder who validly tendered their Bonds prior to the Early Tender Date and whose Bonds are accepted for purchase will receive the Total Consideration as set forth in the table above. Withdrawal rights for the Tender Offers expired at 5:00 p.m. (Eastern Time) on the Early Tender Date. Holders of Bonds validly tendered after the Early Tender Date, but before the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium.

All holders of Bonds accepted for purchase pursuant to the Tender Offers will, on the Settlement Date (as defined below), will be entitled to receive the Total Consideration, which includes the Early Tender Premium, plus accrued and unpaid interest on those Bonds up to, but not including, the Settlement Date.

In connection with the Tender Offers for the Bonds, on February 20, 2026, the Offerer commenced solicitations of consents (collectively, the "Consent Solicitations") from holders of the Bonds to amend certain provisions (the "Proposed Amendments") as set forth in the Offer to Purchase and Consent Solicitation.

As a result of receiving the Requisite Consents to adopt the Proposed Amendments, the Offerer and the Trustees expect to enter into the Supplements giving effect to the Proposed Amendments. The Proposed Amendments will not become operative unless and until we purchase all Bonds validly tendered (and not validly withdrawn) in the Tender Offers. Upon becoming operative, the Proposed Amendments will apply to all remaining Holders.

Each of the Tender Offers and the Consent Solicitations will expire at 5:00 p.m., New York City time, on March 20, 2026, or any other date and time to which the Offerer extends such Tender Offer or Consent Solicitation (such date and time with respect to a Tender Offer or Consent Solicitation, as it may be extended for such Tender Offer or the related Consent Solicitation, the "Expiration Date"), unless earlier terminated. No tenders of Bonds or deliveries of related consents pursuant to the Consent Solicitations will be valid if submitted after the Expiration Date.

The Offerer will purchase any Bonds that have been validly tendered (with the related Consent Solicitations that have been validly delivered) at or prior to the Expiration Date and accepted for purchase, subject to all conditions to the Tender Offers and the related the Consent Solicitations having been either satisfied or waived by the Offerer, promptly following the Expiration Date (the date of such acceptance and purchase, the "Settlement Date"). The Settlement Date is expected to occur on the second business day following the Expiration Date, assuming the conditions to the Tender Offers and the related Consent Solicitations have been either satisfied or waived by the Offerer at or prior to the Expiration Date.

Holders who validly tender their Series 2019 Bonds or Series 2020 Bonds pursuant to the related Tender Offers with respect to the Series 2019 Bonds or Series 2020 Bonds, as applicable, will be deemed to have delivered their consents for such related series of Bonds pursuant to the related Consent Solicitation by virtue of such tender. Holders may not deliver consents with respect to the Series 2019 Bonds or Series 2020 Bonds without also tendering their Bonds of such series in the related Tender Offer.

The Tender Offers are conditioned upon, among other conditions, (i) the completion of a debt financing and (ii) obtaining the majority in principal amount of the Series 2019 Bonds or Series 2020 Bonds, as applicable (the “Requisite Consents”). BofA Securities, PNC Capital Markets LLC and Truist Securities, Inc. are serving as the Dealer Managers in connection with the Tender Offers and the Solicitation Agents in connection with the Consent Solicitations. D.F. King & Co., Inc. has been retained to serve as both the Tender Agent and the Information Agent for the Tender Offers and the Consent Solicitations. Persons with questions regarding the Tender Offers or the Consent Solicitations should contact BofA Securities toll-free at [phone], collect at [phone] or by email at [e-mail]. Requests for copies of the Offer to Purchase and Consent Solicitation and other related materials should be directed to D.F. King & Co., Inc. by calling (banks and brokers) [phone] or (all others toll-free) [phone] or by email at [e-mail].

The Offerer and its affiliates may from time to time, after completion of the Tender Offers and the Consent Solicitations, purchase additional Bonds or other debt securities in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or the Offerer may redeem the Bonds or other debt securities pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Bonds than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by the Offerer and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Offerer and its affiliates may choose to pursue in the future.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Bonds. The Tender Offers are being made solely by means of the Offer to Purchase and Consent Solicitation. The Tender Offers are void in all jurisdictions where they are prohibited. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offerer by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdictions.

About U. S. Steel

Founded 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^® advanced high-strength steel, verdeX^® steel produced with 70-80% lower CO² emissions with a recycled content of up to 90%, and ultra-thin lightweight InduX™ 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 and follow U. S. Steel on LinkedIn, Instagram, Facebook, and X.