Big River Steel LLC, BRS Finance Corp. and BRS Intermediate Holdings LLC Announce Cash Tender Offers and Consent Solicitations

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PITTSBURGH--(BUSINESS WIRE)--Feb 20, 2026--

United States Steel Corporation (“U. S. Steel”) announced today that its subsidiaries, Big River Steel LLC, a Delaware limited liability company (“Big River”), BRS Finance Corp., a Delaware corporation (“BRS Finance”) and BRS Intermediate Holdings LLC, a Delaware limited liability company (“BRS Intermediate” and, together with Big River and BRS Finance, the “Company”), has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of bonds individually, a "Tender Offer") to purchase for cash any and all (i) the outstanding Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Series 2019 (the “Series 2019 Bonds”) having an aggregate outstanding amount (exclusive of accrued and unpaid interest) of $487,000,000 and (ii) the outstanding Arkansas Development Finance Authority Industrial Development Revenue Bonds (Big River Steel Project), Tax-Exempt Series 2020 (Green Bonds) (the “Series 2020 Bonds” and together with the Series 2019 Bonds, the “Bonds”) having an aggregate outstanding amount (exclusive of accrued and unpaid interest) of $265,000,000.

The Company has held discussions with certain Holders holding, in the aggregate, approximately 34% of the Series 2019 Bonds and approximately 42% of the Series 2020 Bonds. Such Holders have preliminarily agreed to tender their Bonds and deliver their consents to the Proposed Amendments.

The terms and conditions of the Tender Offers and the Consent Solicitations (defined below) are described in an 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 following table sets forth certain terms of the Tender Offers and Consent Solicitations:

In connection with the Tender Offers for the Bonds, the Company has commenced solicitations of consents (collectively, the "Consent Solicitations" and each solicitation of consents for the Bonds individually, a "Consent Solicitation") from holders of the Bonds to amend certain provisions (the "Proposed Amendments") of (i) Trust Indenture dated as of May 31, 2019 (the “2019 Bond Indenture”) between the Arkansas Development Finance Authority (the “Issuer”) and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “2019 Bond Trustee”), (ii) the Trust Indenture dated as of September 10, 2020 (the “2020 Bond Indenture” and, together with the 2019 Bond Indenture, the “Indentures”) between the Issuer and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “2020 Bond Trustee” and, together with the 2019 Bond Trustee, the “Trustees”), (iii) the Bond Financing Agreement, dated as of May 31, 2019, among the Issuer, Big River, as borrower thereunder, BRS Finance and BRS Intermediate, as amended by a First Amendment to Bond Financing Agreement dated as of November 6, 2020 (the “2019 Bond Financing Agreement”), (iv) the Bond Financing Agreement, dated as of September 10, 2020, among the Issuer, Big River, as borrower thereunder, BRS Finance and BRS Intermediate (the “2020 Bond Financing Agreement” and, together with the 2019 Bond Financing Agreement, the “Financing Agreements”), (v) the Continuing Disclosure Agreement with respect to the Series 2019 Bonds, and (vi) the Continuing Disclosure Agreement with respect to the Series 2020 Bonds (the “2020 Continuing Disclosure Agreement” and, together with the 2019 Continuing Disclosure Agreement, the “Continuing Disclosure Agreements”) (collectively, the “Amendment Documents”). The Proposed Amendments would (i) remove, amend, or add, as applicable, certain restrictive covenants and provisions in the Financing Agreements, (ii) waive any historical defaults or events of default, if any, (iii) amend the Indentures to delete provisions therein relating to the rights of holders to (a) tender Bonds and (b) require Big River or such other entity as specified therein to purchase such tendered Bonds pursuant to a Change of Control Offer (as defined in the Indentures) or an offer made in connection with an Asset Sale (as defined in the Indentures) pursuant to the Financing Agreements, (iv) release all collateral securing the Bonds, and (v) amend and restate the Continuing Disclosure Agreements to remove certain requirements.

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 Company 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. Tendered Bonds may be validly withdrawn (and consents may be validly revoked) from the applicable Tender Offer and Consent Solicitation at or prior to, but not after, 5:00 p.m., New York City time, on March 5, 2026 (such date and time with respect to a Tender Offer or Consent Solicitation, as it may be extended for such Tender Offer or Consent Solicitation, the "Withdrawal Deadline"). Holders of Bonds who tender their Bonds (and deliver their consents) after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Bonds (or revoke their consents), except for certain limited circumstances where additional withdrawal rights or revocation rights are required by law.

Upon the terms and subject to the conditions of the Tender Offers and the Consent Solicitations, the consideration for each $1,000 principal amount of Bonds validly tendered (with consents that have been validly delivered) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Bonds set forth in the table above (with respect to each series of Bonds, the "Tender Offer Consideration"). Holders of Bonds that are validly tendered (with consents that have been validly delivered) at or prior to 5:00 p.m., New York City time, on March 5, 2026 (such date and time with respect to a Tender Offer or Consent Solicitation, as it may be extended for such Tender Offer or Consent Solicitation, the "Early Tender Date") and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium for the applicable series of Bonds set forth in the table above (with respect to each series of Bonds, the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of Bonds validly tendered (with consents that have been validly delivered) 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.

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all holders of Bonds accepted for purchase pursuant to the Tender Offers will, on the Settlement Date (as defined below), also receive accrued and unpaid interest on those Bonds from the last interest payment date with respect to those Bonds to, but not including, the Settlement Date.

Subject to compliance with applicable law, the Company may extend or otherwise amend the Early Tender Date or the Expiration Date with respect to a Tender Offer and, if applicable, the related Consent Solicitation without extending the Withdrawal Deadline for such Tender Offer or Consent Solicitation or otherwise reinstating withdrawal or revocation rights of holders for such Tender Offer or Consent Solicitation. In addition, the Early Tender Date with respect to a Tender Offer and, if applicable, the related Consent Solicitation can be extended independently of the Early Tender Date or Withdrawal Deadline with respect to any other Tender Offer and Consent Solicitation.

The Company 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 Company, 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 the Consent Solicitations have been either satisfied or waived by the Company at or prior to the Expiration Date.

Any Holder who tenders Bonds pursuant to the related Tender Offers must also deliver a consent to the Proposed Amendments pursuant to the related Consent Solicitation. 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. A Holder may not revoke a consent with respect to the Series 2019 Bonds or Series 2020 Bonds without withdrawing the previously tendered Bonds of such series to which such Consent relates. A valid withdrawal of tendered Bonds prior to the Withdrawal Deadline will constitute the concurrent valid revocation of such holder's related consent.

The Tender Offers are conditioned upon, among other conditions, (i) the completion of a debt financing (the “Debt Financing”) and (ii) obtaining the majority in principal amount of the Series 2019 Bonds or Series 2020 Bonds, as applicable (the “Requisite Consents”). The adoption of the Proposed Amendments with respect to the Amendment Documents is conditioned upon obtaining Requisite Consent with respect to the applicable Amendment Documents but is not conditioned upon the consummation of the other Consent Solicitations or adoption of the Proposed Amendments in respect of the other Amendment Documents or obtaining any Requisite Consent with respect to the other Amendment Documents. In furtherance of the Debt Financing, on December 4, 2025, ADFA authorized the issuance of not to exceed $752,000,000 in aggregate principal amount of its Environmental Improvement Revenue Bonds, Series 2026 (United States Steel Corporation Project) to fund all or a portion of the tender, subject to completion of documents and other matters. The Debt Financing is expected to be guaranteed by Nippon Steel Corporation, the indirect parent company of U. S. Steel.

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 (888) 292-0070, collect at (980) 388-3646 or by email at [email protected]. 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) (646) 698-8770 or (all others toll-free) (800) 791-3320 or by email at [email protected].

None of the Company, its officers, the dealer managers and solicitation agents, the tender agent and information agent or the trustees with respect to the Bonds, or any of the Company's or their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Bonds, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Bonds, deliver their consents and, if so, the principal amount of Bonds to which action is to be taken. The Tender Offers and Consent Solicitations are made only by the Offer to Purchase and Consent Solicitation.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Bonds in the Tender Offers. The Tender Offers and Consent Solicitations are not being made to holders of Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers or Consent Solicitations are required to be made by a licensed broker or dealer, the Tender Offers and Consent Solicitations will be deemed to be made on behalf of the Company by the dealer managers and solicitation agents or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Company 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 Company 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 Company 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 Company 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 Company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdictions.

Cautionary Statement

All statements included in this press release, other than historical information or statements of historical fact, are forward-looking statements. Words such as, but not limited to, “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “could,” “may,” “will,” “should,” and similar expressions are intended to identify forward-looking statements. All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside the Company's control that could cause actual results to differ materially from those reflected in such statements. Accordingly, the Company cautions that the forward-looking statements contained herein are qualified by these and other important factors and uncertainties that could cause results to differ materially from those reflected by such statements.

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 CO 2 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.

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CONTACT: U. S. Steel Media Relations

T - (412) 433-1300

E [email protected]

KEYWORD: PENNSYLVANIA UNITED STATES NORTH AMERICA

INDUSTRY KEYWORD: MACHINE TOOLS, METALWORKING & METALLURGY MINING/MINERALS MANUFACTURING NATURAL RESOURCES OTHER MANUFACTURING STEEL

SOURCE: United States Steel Corporation

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PUB: 02/20/2026 02:05 PM/DISC: 02/20/2026 02:05 PM

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