Trump clears path for Nippon Steel investment in US Steel, so long as it
fits the government's terms
[June 14, 2025] By
JOSH BOAK and MARC LEVY
WASHINGTON (AP) — President Donald Trump on Friday signed an executive
order paving the way for a Nippon Steel investment in U.S. Steel, so
long as the Japanese company complies with a “national security
agreement” submitted by the federal government.
Trump's order didn’t detail the terms of the national security
agreement.
But the iconic American steelmaker and Nippon Steel said in a joint
statement that the agreement stipulates that approximately $11 billion
in new investments will be made by 2028 and includes giving the U.S.
government a “ golden share " — essentially veto power to ensure the
country's national security interests are protected against cutbacks in
steel production.
“We thank President Trump and his Administration for their bold
leadership and strong support for our historic partnership," the two
companies said. "This partnership will bring a massive investment that
will support our communities and families for generations to come. We
look forward to putting our commitments into action to make American
steelmaking and manufacturing great again.”
The companies have completed a U.S. Department of Justice review and
received all necessary regulatory approvals, the statement said.
“The partnership is expected to be finalized promptly,” the statement
said.
U.S. Steel rose $2.66, or 5%, to $54.85 in afterhours trading Friday.
Nippon Steel's original bid to buy the Pittsburgh-based U.S. Steel in
late 2023 had been valued at $55 per share.
The companies offered few details on how the golden share would work,
what other provisions are in the national security agreement and how
specifically the $11 billion would be spent.
White House spokesman Kush Desai said the order “ensures U.S. Steel will
remain in the great Commonwealth of Pennsylvania, and be safeguarded as
a critical element of America’s national and economic security.”
James Brower, a Morrison Foerster lawyer who represents clients in
national security-related matters, said such agreements with the
government typically are not disclosed to the public, particularly by
the government.
They can become public, but it's almost always disclosed by a party in
the transaction, such as a company — like U.S. Steel — that is publicly
held, Brower said.
The mechanics of how a golden share would work will depend on the
national security agreement, but in such agreements it isn't unusual to
give the government approval rights over specific activities, Brower
said.
U.S. Steel made no filing with the U.S. Securities and Exchange
Commission on Friday.
Nippon Steel originally offered nearly $15 billion to purchase U.S.
Steel in an acquisition that had been delayed on national security
concerns starting during Joe Biden’s presidency.
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 As it sought to win over American
officials, Nippon Steel gradually increased the amount of money it
was pledging to invest into U.S. Steel. American officials now value
the transaction at $28 billion, including the purchase bid and a new
electric arc furnace — a more modern steel mill that melts down
scrap — that they say Nippon Steel will build in the U.S. after
2028.
Nippon Steel had pledged to maintain U.S. Steel’s headquarters in
Pittsburgh, put U.S. Steel under a board with a majority of American
citizens and keep plants operating.
It also said it would protect the interests of U.S. Steel in trade
matters and it wouldn’t import steel slabs that would compete with
U.S. Steel’s blast furnaces in Pennsylvania and Indiana.
Trump opposed the purchase while campaigning for the White House,
and using his authority Biden blocked the transaction on his way out
of the White House. But Trump expressed openness to working out an
arrangement once he returned to the White House in January.
Trump said Thursday that he would as president have “total control”
of what U.S. Steel did as part of the investment.
Trump said then that the deal would preserve “51% ownership by
Americans,” although Nippon Steel has never backed off its stated
intention of buying and controlling U.S. Steel as a wholly owned
subsidiary.
“We have a golden share, which I control,” Trump said.
Trump added that he was “a little concerned” about what presidents
other than him would do with their golden share, “but that gives you
total control.”
The proposed merger had been under review by the Committee on
Foreign Investment in the United States, or CFIUS, during the Trump
and Biden administrations.
The order signed Friday by Trump said the CFIUS review provided
“credible evidence” that Nippon Steel “might take action that
threatens to impair the national security of the United States,” but
such risks might be “adequately mitigated” by approving the proposed
national security agreement.
The order doesn't detail the perceived national security risk and
only provides a timeline for the national security agreement. The
White House declined to provide details on the terms of the
agreement.
The order said the draft agreement was submitted to U.S. Steel and
Nippon Steel on Friday. The two companies must successfully execute
the agreement as decided by the Treasury Department and other
federal agencies that are part CFIUS by the closing date of the
transaction.
Trump reserves the authority to issue further actions regarding the
investment as part of the order he signed on Friday.
___
Levy reported from Harrisburg, Pennsylvania.
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