By the authority vested in me as President by the Constitution and the laws of the United States of America, including section 721 of the Defense Production Act of 1950, as amended (section 721), 50 U.S.C. 4565, I hereby issue the following order:
Section 1. Committee Review of Foreign Investment
(a) On March 14, 2024, the Committee on Foreign Investment in the United States (CFIUS) received a voluntary notice regarding the proposed acquisition by (1) Nippon Steel Corporation, a Japanese entity (Nippon Steel); (2) Nippon Steel North America, Inc., a corporation based in New York (Nippon Steel NA); and (3) 2023 Merger Subsidiary, Inc., a corporation from Delaware (collectively referred to as the Purchasers), of United States Steel Corporation, a Delaware corporation (U.S. Steel). This proposed acquisition shall henceforth be known as the Proposed Transaction. Following the receipt of this notice, CFIUS initiated a thorough review and investigation, culminating in a referral to the President on December 23, 2024, for a decision in accordance with section 721(d).
(b) Subsequently, on January 3, 2025, then-President Biden issued an order titled “Regarding the Proposed Acquisition of United States Steel Corporation by Nippon Steel Corporation” (January 3 Order), which prohibited the Proposed Transaction.
(c) The authority under which the January 3 Order was issued allows the President to “take such action for such time as the President considers appropriate to suspend or prohibit any covered transaction that threatens to impair the national security of the United States.” This is outlined in 50 U.S.C. 4565(d)(1). As per this authority, section 3 of the January 3 Order reserved the right for the President to issue further orders as deemed necessary to safeguard national security.
(d) Exercising the authority mentioned in subsection (c), I issued a Presidential Memorandum on April 7, 2025, titled “Review of Proposed United States Steel Corporation Acquisition” (April 7 Memo). This memo directed CFIUS to conduct a de novo review of the Proposed Transaction, assisting me in determining the appropriateness of any further action regarding this matter.
(e) On May 21, 2025, CFIUS submitted its recommendation, which complied with the April 7 Memo. This document detailed CFIUS’s assessment of the national security risks posed by the Proposed Transaction, along with evaluations regarding whether any measures proposed by U.S. Steel and the Purchasers could sufficiently mitigate these risks. The recommendation also included positions from each CFIUS agency, complete with their reasoning.
Sec. 2. Findings
(a) I hereby reaffirm the following findings initially established in the January 3 Order:
(i) There exists credible evidence suggesting that the Purchasers, via the Proposed Transaction, may undertake actions that could jeopardize the national security of the United States; and
(ii) Other legal provisions, aside from section 721 and the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), do not, in my estimation, provide adequate authority to protect national security in this context.
(b) Based on CFIUS’s recommendation and my review of the materials provided, including a re-assessment of the risks, I further conclude that the national security threats stemming from the Proposed Transaction can be effectively mitigated should the conditions specified in section 3 of this order be fulfilled.
Sec. 3. Ordered Actions and Authorizations
In light of the findings outlined in section 2 of this order, and considering the factors described in subsection 721(f) of the Defense Production Act of 1950, I hereby order the following:
(a) Section 2(a) of the January 3 Order is amended to read: “The Proposed Transaction, and any substantially similar transaction involving the Purchasers and U.S. Steel, whether executed directly or indirectly by the Purchasers, through the Purchasers’ shareholders or their foreign beneficial owners, or through the Purchasers’ partners, subsidiaries, or affiliates, is prohibited unless the Purchasers and U.S. Steel enter into a national security agreement (NSA) with the Department of the Treasury and other relevant CFIUS agencies by the closing date of the Proposed Transaction, and maintain compliance with such agreement thereafter. This NSA must be materially consistent, as determined by the Department of the Treasury, with the draft NSA provided to the Purchasers and U.S. Steel by the U.S. Government on June 13, 2025.”
(b) Section 2(e) of the January 3 Order is amended to state: “Without limiting the authority of any agency under other legal frameworks, and until the Purchasers and U.S. Steel either abandon the Proposed Transaction to the satisfaction of CFIUS or enter into the NSA referenced in subsection (a), CFIUS is also empowered to implement necessary measures, including monitoring and enforcement, to protect U.S. national security regarding the Proposed Transaction. This includes measures available under section 721 and its regulations, which provide remedies for violations of any orders, agreements, or conditions imposed under section 721.”
(c) Sections 2(b) and 2(c) of the January 3 Order are hereby stricken.
Sec. 4. Reservation of Authority
I reserve the right to issue additional orders concerning the Purchasers or U.S. Steel as deemed necessary to ensure the protection of U.S. national security.
Sec. 5. Publication and Transmission
(a) This order shall be published in the Federal Register.
(b) I direct the Secretary of the Treasury to transmit a copy of this order to the involved parties of the Proposed Transaction as specified in section 1 of this order.
DONALD J. TRUMP
THE WHITE HOUSE,
June 13, 2025.
