
Atlas Energy Solutions Announces First Quarter 2025 Results
AUSTIN, Texas--(BUSINESS WIRE)--Atlas Energy Solutions Inc. (NYSE: AESI) ('Atlas' or the 'Company') today reported financial and operating results for the first quarter ended March 31, 2025.
First Quarter 2025 Highlights
Total sales of $297.6 million
Net income of $1.2 million (0% Net Income Margin)
Adjusted EBITDA of $74.3 million (25% Adjusted EBITDA Margin) (1)
Net cash used in operating activities of $7.5 million
Adjusted Free Cash Flow of $58.8 million (20% Adjusted Free Cash Flow Margin) (1)
Maintained quarterly dividend of $0.25 per share, payable May 22, 2025
Financial Summary
.
Three Months Ended
March 31,
2025
March 31,
2024
December 31,
2024
(unaudited, in thousands, except percentages)
Revenue
$
297,591
$
192,667
$
271,338
Net income
$
1,219
$
26,787
$
14,402
Net Income Margin
0
%
14
%
5
%
Adjusted EBITDA
$
74,291
$
75,543
$
63,236
Adjusted EBITDA Margin
25
%
39
%
23
%
Net cash provided by (used in) operating activities
$
(7,450
)
$
39,562
$
70,853
Adjusted Free Cash Flow
$
58,758
$
71,083
$
47,934
Adjusted Free Cash Flow Margin
20
%
37
%
18
%
Expand
(1)
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin are non-GAAP financials measures. See Non-GAAP Financial Measures for a discussion of these measures and a reconciliation of these measures to our most directly comparable financial measures calculated and presented in accordance with GAAP.
Expand
John Turner, President & CEO, commented, 'The first quarter of 2025 was an exciting start to the year for Atlas with the acquisition of Moser Energy Systems and the start-up of the Dune Express. The acquisition of Moser provides Atlas with a compelling platform for future growth, and we are excited to scale the business and implement technologies to increase efficiencies for both our operations and our customers that we proudly serve. We continue to make significant progress in the ramp-up of the Dune Express and remain focused on reaching full effective utilization this year. While our first quarter results were impacted by higher operating costs tied to the start-up of the Dune Express, we are extremely proud of our team's strong operational execution this quarter.'
'With the heightened current uncertainty around the global economic outlook and commodity prices, we have seen some customers choose to defer development projects planned for the second quarter into the latter half of the year in order to better gauge what direction the market is headed. While we do not know ultimately what will transpire in the market, Atlas' ability to improve wellsite efficiencies and generate incremental savings for our customer base positions us well for whatever outcome we ultimately see.'
First Quarter 2025 Financial Results
First quarter 2025 total sales increased $26.3 million, or 9.7% when compared to the fourth quarter of 2024, to $297.6 million. Product sales increased $11.3 million, or 8.8% when compared to the fourth quarter of 2024, to $139.7 million. First quarter 2025 sales volumes increased to 5.7 million tons, or 11.8% when compared to the fourth quarter of 2024. Service sales increased $7.7 million, or 5.4% when compared to the fourth quarter of 2024, to $150.6 million. First quarter 2025 rental revenue was $7.3 million.
First quarter 2025 cost of sales (excluding depreciation, depletion and accretion expense) ('cost of sales') increased by $15.1 million, or 7.9% when compared to the fourth quarter of 2024, to $206.1 million. The increase in our cost of sales was primarily driven by increased product and service sales.
Selling, general and administrative expenses ('SG&A') for the first quarter of 2025 increased $8.9 million, or 34.9% when compared to the fourth quarter of 2024, to $34.4 million, primarily driven by $8.2 in acquisition-related and other transactions costs, along with $6.5 million in stock-based compensation.
Net income for the first quarter of 2025 was $1.2 million, and Adjusted EBITDA for the first quarter of 2025 was $74.3 million.
Liquidity, Capital Expenditures and Other
As of March 31, 2025, the Company's total liquidity was $193.5 million, which was comprised of $68.7 million in cash and cash equivalents, $124.8 million of availability under the Company's 2023 ABL Credit Facility.
Net cash used in investing activities was $228.5 million during the first quarter of 2025, driven largely by the cash component of the Moser acquisition, along with remaining costs associated with the construction of the Dune Express.
Quarterly Cash Dividend
On May 2, 2025, the Board of Directors of Atlas declared a dividend to common stockholders of $0.25 per share, or approximately $30.9 million in aggregate to shareholders. The dividend will be payable on May 22, 2025 to shareholders of record at the close of business on May 15, 2025.
Future Guidance
The Company is providing financial guidance for the second quarter of 2025. Guidance is based on current outlook and plans and is subject to a number of known and unknown uncertainties and risks and constitutes 'forward-looking statements' within the meaning of Section 21E of the Securities Exchange Act of 1934 as further described under the Cautionary Statement below. Actual results may differ materially from the guidance set forth below.
For the second quarter of 2025, management expects sales volumes and Adjusted EBITDA to be relatively flat to up sequentially compared to first quarter levels.
Conference Call Information
The Company will host a conference call to discuss financial and operational results on Tuesday, May 6, 2025 at 9:00am Central Time (10:00am Eastern Time). Individuals wishing to participate in the conference call should dial (877) 407-4133. A live webcast will be available at https://ir.atlas.energy/. Please access the webcast or dial in for the call at least 10 minutes ahead of the start time to ensure a proper connection. An archived version of the conference call will be available on the Company's website shortly after the conclusion of the call.
The Company will also post an updated investor presentation titled 'Investor Presentation May 2025', in addition to a "May 2025 Growth Projects Update" video, at https://ir.atlas.energy/ in the "Presentations' section under 'News & Events' tab on the Company's Investor Relations webpage prior to the conference call.
About Atlas Energy Solutions
Atlas Energy Solutions Inc. (NYSE: AESI) is a leading solutions provider to the energy industry. Atlas's portfolio of offerings includes oilfield logistics, distributed power systems, and the largest proppant supply network in the Permian Basin. With a focus on leveraging technology, automation, and remote operations to enhance efficiencies, Atlas is centered on core mission of improving human access to the hydrocarbons that power our lives and, by doing so, maximizing value creation for our shareholders.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the 'Securities Act'), and Section 21E of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'). Statements that are predictive or prospective in nature, that depend upon or refer to future events or conditions or that include the words 'may,' 'assume,' 'forecast,' 'position,' 'strategy,' 'potential,' 'continue,' 'could,' 'will,' 'plan,' 'project,' 'budget,' 'predict,' 'pursue,' 'target,' 'seek,' 'objective,' 'believe,' 'expect,' 'anticipate,' 'intend,' 'estimate' and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Examples of forward-looking statements include, but are not limited to statements regarding: the anticipated financial performance of Atlas following the recent acquisition of Moser Energy Systems (the 'Moser Acquisition'), expected accretion to Adjusted EBITDA, expectations regarding the leverage and dividend profile and expectations of Atlas, our plans and expectations regarding our stock repurchase program; the expected synergies and efficiencies to be achieved as a result of the Moser Acquisition; expansion and growth of Atlas's business following the Moser Acquisition, our business strategy, industry, future operations and profitability, expected capital expenditures and the impact of such expenditures on our performance, statements about our financial position, production, revenues and losses, our capital programs, management changes, current and potential future long-term contracts and our future business and financial performance.
Although forward-looking statements reflect our good faith beliefs at the time they are made, we caution you that these forward-looking statements are subject to a number of risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include but are not limited to: uncertainties as to whether the Moser Acquisition will achieve its anticipated benefits and projected synergies within the expected time period or at all; Atlas's ability to integrate Moser's operations in a successful manner and in the expected time period; unforeseen or unknown liabilities, future capital expenditures and potential litigation relating to the Moser Acquisition; unexpected future capital expenditures; our ability to successfully execute our stock repurchase program or implement future stock repurchase programs; commodity price volatility, including volatility stemming from the ongoing armed conflicts between Russia and Ukraine and Israel and Hamas; increasing hostilities and instability in the Middle East; adverse developments affecting the financial services industry; changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, including such changes that may be implemented by U.S. and foreign governments; our ability to complete growth projects, on time and on budget; the risk that stockholder litigation in connection with our recent corporate reorganization may result in significant costs of defense, indemnification and liability; changes in general economic, business and political conditions, including changes in the financial markets; transaction costs; actions of OPEC+ to set and maintain oil production levels; the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil; inflation; environmental risks; operating risks; regulatory changes; lack of demand; market share growth; the uncertainty inherent in projecting future rates of reserves; production; cash flow; access to capital; the timing of development expenditures; the ability of our customers to meet their obligations to us; our ability to maintain effective internal controls; and other factors discussed or referenced in our filings made from time to time with the U.S. Securities and Exchange Commission ('SEC'), including those discussed under the heading 'Risk Factors' in our Annual Report on Form 10-K, filed with the SEC on February 25, 2025, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Atlas Energy Solutions Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
Three Months Ended
Operating activities:
Net income
$
1,219
$
26,787
$
14,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and accretion expense
38,264
18,007
31,342
Amortization of debt discount
1,109
407
1,038
Amortization of deferred financing costs
106
78
117
Amortization expense of acquired intangible assets
4,785
1,061
3,743
Stock-based compensation
6,518
4,206
6,420
Deferred income tax
1,379
7,521
4,569
Other
(122
)
(5
)
62
Changes in operating assets and liabilities:
(60,708
)
(18,500
)
9,160
Net cash provided by (used in) operating activities
(7,450
)
39,562
70,853
Investing activities:
Purchases of property, plant and equipment
(52,389
)
(95,486
)
(76,431
)
Acquisition, net of cash acquired
(181,511
)
(142,233
)
(11,192
)
Proceeds from insurance recovery
5,398
—
4,700
Net cash used in investing activities
(228,502
)
(237,719
)
(82,923
)
Financing Activities:
Proceeds from equity offering, net of issuance costs
253,070
—
—
Proceeds from term loan borrowings
188,805
148,500
20,000
Principal payments on term loan borrowings
(4,725
)
(1,381
)
(4,452
)
Payment on ABL credit facility
(70,000
)
—
—
Payment on Deferred Cash Consideration Note
(101,252
)
—
—
Payments under finance leases
(959
)
(65
)
(851
)
Repayment of equipment finance notes
(841
)
(216
)
(1,036
)
Dividends
(30,435
)
(21,005
)
(26,451
)
Taxes withheld on vesting RSUs
(595
)
—
(2,067
)
Issuance costs associated with debt financing
(146
)
(730
)
(6
)
Proceeds from ABL credit facility
—
50,000
20,000
Net cash provided by financing activities
232,922
175,103
5,137
Net decrease in cash and cash equivalents
(3,030
)
(23,054
)
(6,933
)
Cash and cash equivalents, beginning of period
71,704
210,174
78,637
Cash and cash equivalents, end of period
$
68,674
$
187,120
$
71,704
Expand
Atlas Energy Solutions Inc.
Condensed Consolidated Balance Sheets
(in thousands)
As of
As of
March 31,
2025
December 31,
2024
(unaudited)
Assets
Current assets:
Cash and cash equivalents
$
68,674
$
71,704
Accounts receivable, net
244,735
165,967
Inventories, prepaid expenses and other current assets
62,965
51,747
Total current assets
376,374
289,418
Property, plant and equipment, net
1,552,680
1,486,246
Right-of-use assets
21,285
18,666
Goodwill
136,290
68,999
Intangible assets
203,666
105,867
Other long-term assets
4,485
3,456
Total assets
$
2,294,780
$
1,972,652
Liabilities and stockholders' equity
Current liabilities:
Accounts payable, including related parties
115,523
119,244
Accrued liabilities and other current liabilities
82,843
80,085
Current portion of long-term debt
33,656
43,736
Total current liabilities
232,022
243,065
Long-term debt, net of discount and deferred financing costs
493,531
466,989
Deferred tax liabilities
243,845
206,872
Other long-term liabilities
24,311
19,170
Total liabilities
993,709
936,096
Total stockholders' equity
1,301,071
1,036,556
Total liabilities and stockholders' equity
$
2,294,780
$
1,972,652
Expand
Non-GAAP Financial Measures
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin, Adjusted Free Cash Flow Conversion and Maintenance Capital Expenditures are non-GAAP supplemental financial measures used by our management and by external users of our financial statements such as investors, research analysts and others, in the case of Adjusted EBITDA, to assess our consolidated operating performance on a consistent basis across periods by removing the effects of development activities, provide views on capital resources available to organically fund growth projects and, in the case of Adjusted Free Cash Flow, assess the financial performance of our assets and their ability to sustain dividends or reinvest to organically fund growth projects over the long term without regard to financing methods, capital structure, or historical cost basis.
These measures do not represent and should not be considered alternatives to, or more meaningful than, net income, income from operations, net cash provided by operating activities or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. Adjusted EBITDA and Adjusted Free Cash Flow have important limitations as analytical tools because they exclude some but not all items that affect net income, the most directly comparable GAAP financial measure. Our computation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Free Cash Flow, Adjusted Free Cash Flow Margin, Adjusted Free Cash Flow Conversion and Maintenance Capital Expenditures may differ from computations of similarly titled measures of other companies.
Non-GAAP Measure Definitions:
We define Adjusted EBITDA as net income before depreciation, depletion and accretion, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative gain (loss), other acquisition related costs, and other non-recurring costs. Management believes Adjusted EBITDA is useful because it allows management to more effectively evaluate the Company's consolidated operating performance and compare the results of its operations from period to period and against our peers without regard to financing method or capital structure. We exclude the items listed above from net income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Certain prior period non-recurring costs of goods sold are now included as an add-back to adjusted EBITDA in order to conform to the current period presentation and to more accurately describe the Company's consolidated operating performance and results period over period.
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total sales.
We define Adjusted Free Cash Flow as Adjusted EBITDA less Maintenance Capital Expenditures. Management believes that Adjusted Free Cash Flow is useful to investors as it provides a measure of the ability of our business to generate cash.
We define Adjusted Free Cash Flow Margin as Adjusted Free Cash Flow divided by total sales.
We define Adjusted Free Cash Flow Conversion as Adjusted Free Cash Flow divided by Adjusted EBITDA.
We define Maintenance Capital Expenditures as capital expenditures excluding growth capital expenditures and reconstruction of previously incurred growth capital expenditures.
Atlas Energy Solutions Inc. – Supplemental Information
(unaudited, in thousands)
Three Months Ended
March 31,
2025
March 31,
2024
December 31,
2024
Net income
$
1,219
$
26,787
$
14,402
Depreciation, depletion and accretion expense
38,264
18,007
31,342
Amortization expense of acquired intangible assets
4,785
1,061
3,743
Interest expense
13,046
6,976
12,257
Income tax expense
2,293
7,935
4,420
EBITDA
$
59,607
$
60,766
$
66,164
Stock-based compensation
6,518
4,206
6,420
Insurance recovery (gain) (1)
—
—
(10,098
)
Other non-recurring costs (2)
849
368
—
Other acquisition related costs (3)
7,317
10,203
750
Adjusted EBITDA
$
74,291
$
75,543
$
63,236
Maintenance Capital Expenditures (4)
$
15,533
$
4,460
$
15,302
Adjusted Free Cash Flow
$
58,758
$
71,083
$
47,934
Expand
Atlas Energy Solutions Inc. – Supplemental Information
Reconciliation of Adjusted Free Cash Flow to Net Cash Provided by Operating Activities
(unaudited, in thousands, except percentages)
Three Months Ended
March 31,
2025
March 31,
2024
December 31,
2024
Net cash provided by (used in) operating activities
$
(7,450
)
$
39,562
$
70,853
Current income tax expense (benefit) (4)
914
414
(149
)
Change in operating assets and liabilities
60,708
18,500
(9,160
)
Cash interest expense (4)
11,831
6,491
11,102
Maintenance capital expenditures (4)
(15,533
)
(4,460
)
(15,302
)
Other non-recurring costs (2)
849
368
—
Other acquisition related costs (3)
7,317
10,203
750
Insurance recovery (gain) (1)
—
—
(10,098
)
Other
122
5
(62
)
Adjusted Free Cash Flow
$
58,758
$
71,083
$
47,934
Adjusted EBITDA Margin
25
%
39
%
23
%
Adjusted Free Cash Flow Margin
20
%
37
%
18
%
Adjusted Free Cash Flow Conversion
79
%
94
%
76
%
Expand
(1)
Represents insurance recovery (gain) deemed collectible and legally enforceable related to the fire at one of the Kermit plants.
(2)
Other non-recurring costs includes costs incurred during our 2025 Term Loan Credit Facility transaction, reorganization under a new public holding company (the 'Up-C Simplification'), temporary loadout, and other infrequent and unusual costs.
(3)
Represents transactions costs incurred in connection with acquisitions, including fees paid to finance, legal, accounting and other advisors, employee retention and benefit costs, and other operational and corporate costs.
(4)
A reconciliation of these items used to calculate Adjusted Free Cash Flow to comparable GAAP measures is included below.
Expand
(1)
Positive working capital changes reflect capital expenditures in the current period that will be paid in a future period. Negative working capital changes reflect capital expenditures incurred in a prior period but paid during the period presented. In addition, this amount includes equipment assets acquired through debt.
Expand
Expand
Expand

Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Yahoo
an hour ago
- Yahoo
Why Oklo Stock Slumped Today
The company priced its upcoming secondary share issue. It's selling its common stock at $60 apiece. 10 stocks we like better than Oklo › One of the hotter energy stocks of recent times cooled down on Friday. This is next-generation nuclear company Oklo (NYSE: OKLO), which provided details of a capital-raising effort it originally announced late Wednesday afternoon. Investors weren't all that happy with this, and on Friday, they traded the stock down to leave it with a more than 1% loss in value. After market hours Thursday, Oklo provided more information about the secondary share issue it disclosed the previous day. The issue has been priced at $60 per share, more than $4 below Thursday's closing price. The company is to float nearly 6.7 million shares of its class A common stock, so the issue is set to raise gross proceeds of slightly over $400 million. The issue's underwriting syndicate is led by Goldman Sachs and Bank of America Securities and includes Citigroup, JPMorgan Chase's J.P. Morgan, and UBS Investment Bank. The underwriters have been granted a 30-day option to collectively purchase up to 1 million additional shares at that $60 per share price. The offering should close this coming Monday, June 16. Despite recent successes, such as its receipt of a notice of intent to award (NOITA) a project on an Alaska base for the Air Force, Oklo is still at a relatively early stage as a company. As such, it continues to be hungry for capital to sustain its operations. The downside of this, of course, is the dilutive nature of share issues. This one isn't particularly so, as Oklo has more than 139 million shares currently outstanding. Still, it's surely spooking investors who worry that there are more, and larger, share issues to come. Before you buy stock in Oklo, consider this: The Motley Fool Stock Advisor analyst team just identified what they believe are the for investors to buy now… and Oklo wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years. Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $655,255!* Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $888,780!* Now, it's worth noting Stock Advisor's total average return is 999% — a market-crushing outperformance compared to 174% for the S&P 500. Don't miss out on the latest top 10 list, available when you join . See the 10 stocks » *Stock Advisor returns as of June 9, 2025 Bank of America is an advertising partner of Motley Fool Money. Citigroup is an advertising partner of Motley Fool Money. JPMorgan Chase is an advertising partner of Motley Fool Money. Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Bank of America, Goldman Sachs Group, and JPMorgan Chase. The Motley Fool has a disclosure policy. Why Oklo Stock Slumped Today was originally published by The Motley Fool Sign in to access your portfolio
Yahoo
an hour ago
- Yahoo
Why American Express Stock Flopped on Friday
A report in a top financial newspaper highlighted a large potential threat to the business of payment card companies. A proposed federal law could make the threat more acute. 10 stocks we like better than American Express › Sturdy payment card mainstay American Express's (NYSE: AXP) stock was looking a bit rickety on the last trading day of the week. The company's shares lost more than 3% of their value on Friday following a report in a top financial newspaper regarding the potential defection of an important customer base. By comparison, the S&P 500 index only fell by slightly over 1% that day. That morning, The Wall Street Journal published an article stating that some of the largest American retailers are considering how to use stablecoins in their businesses. Stablecoins are cryptocurrencies that are pegged to a fiat currency, such as the dollar, and typically buttressed by cash or relatively liquid securities. Citing unidentified "people familiar with the matter," the newspaper wrote that influential companies in the sector, such as Walmart and Amazon, are even considering whether to issue their own stablecoins. The Journal also flagged sprawling online travel agency Expedia Group as a business exploring such an option. The attraction of payment instruments like stablecoins is that, if implemented well, they could save retailers vast amounts of money in fees. A key source of revenue for card payment companies is the small charges they impose on merchants accepting their cards, hence the negative AmEx investor reaction to the news. How far such efforts go will depend on the fate of the Genius Act, a proposed law making its way through Congress that would erect a regulatory framework for stablecoins. If it successfully makes it through the legislative process and becomes law in some useful form, stablecoins could indeed become a money-saving instrument convenient for U.S. retailers and their customers. Before you buy stock in American Express, consider this: The Motley Fool Stock Advisor analyst team just identified what they believe are the for investors to buy now… and American Express wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years. Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $655,255!* Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $888,780!* Now, it's worth noting Stock Advisor's total average return is 999% — a market-crushing outperformance compared to 174% for the S&P 500. Don't miss out on the latest top 10 list, available when you join . See the 10 stocks » *Stock Advisor returns as of June 9, 2025 John Mackey, former CEO of Whole Foods Market, an Amazon subsidiary, is a member of The Motley Fool's board of directors. American Express is an advertising partner of Motley Fool Money. Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Amazon and Walmart. The Motley Fool has a disclosure policy. Why American Express Stock Flopped on Friday was originally published by The Motley Fool
Yahoo
an hour ago
- Yahoo
President Trump Approves Historic Partnership between U. S. Steel and Nippon Steel
President Trump Signs Executive Order to Unleash Unprecedented Investment in American Steelmaking PITTSBURGH & TOKYO, June 13, 2025--(BUSINESS WIRE)--United States Steel Corporation ("U. S. Steel") (NYSE: X) and Nippon Steel Corporation ("Nippon Steel") (TSE: 5401) together with its wholly owned subsidiary Nippon Steel North America, Inc. ("NSNA") (collectively, the "Companies") today announced that President Trump has approved the Companies' historic partnership that will unleash unprecedented investments in steelmaking in the United States, protecting and creating more than 100,000 jobs.1 On May 30, 2025, the partnership was celebrated by thousands of steel workers with President Trump at U. S. Steel's Irvin Plant of Mon Valley Works in West Mifflin, Pennsylvania. Commenting on the news, the Companies stated: "We thank President Trump and his Administration for their bold leadership and strong support for our historic partnership. 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." In addition to President Trump's Executive Order approving the partnership, the Companies have entered into a National Security Agreement ("NSA") with the U.S. Government. The NSA provides that approximately $11 billion in new investments will be made by 2028, which includes the initial investment in a greenfield project that would be completed after 2028. The NSA also includes commitments related to governance (including a Golden Share to be issued to the U.S. Government), domestic production, and trade matters. Along with President Trump's Executive Order, the Companies have completed the U.S. Department of Justice review process. With those approvals, all necessary regulatory approvals for the partnership have now been received, and the partnership is expected to be finalized promptly. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains information regarding U. S. Steel and Nippon Steel that may constitute "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words "believe," "expect," "intend," "estimate," "anticipate," "project," "target," "forecast," "aim," "should," "plan," "goal," "future," "will," "may" and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about trends, events or developments that we expect or anticipate will occur in the future, potential changes in the global economic environment, anticipated capital expenditures, the construction or operation of new or existing facilities or capabilities and the costs associated with such matters, as well as statements regarding the proposed transaction, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only U. S. Steel's and Nippon Steel's beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of U. S. Steel's or Nippon Steel's control and may differ, possibly materially, from the anticipated events indicated in these forward-looking statements. Management of U. S. Steel or Nippon Steel, as applicable, believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from U. S. Steel's or Nippon Steel's historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the proposed transaction, on a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement and plan of merger relating to the proposed transaction (the "Agreement"); risks arising from transaction-related litigation, either brought by or against the parties; the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction and related litigation; certain restrictions during the pendency of the proposed transaction that may impact U. S. Steel's or Nippon Steel's ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the U. S. Steel's common stock or Nippon Steel's common stock or American Depositary Receipts; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of U. S. Steel or Nippon Steel to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract management of U. S. Steel. U. S. Steel directs readers to its Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and the other documents it files with the SEC for other risks associated with U. S. Steel's future performance. These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. ____________________________ 1 According to a study done by Parker Strategy Group, commissioned by U. S. Steel. Total jobs figure includes direct, indirect and induced jobs. View source version on Contacts U. S. Steel Contacts Media Corporate Communications+1 (412) 433 1300 / media@ Joele Frank, Wilkinson Brimmer KatcherKelly Sullivan and Ed Trissel / +1 (212) 355 4449Investors Emily Chieng / +1 (412) 618 9554 / ecchieng@ Nippon Steel Contacts Media For inquiries, Investors ir@ Yuichiro Kaneko / +81-80-9022-6867 / Yohei Kato / +81-80-2131-0188 / General Inquiries (U.S.) Nippon Steel North America, Inc. / +1 (713) 654 7111U.S. Media Contacts NSCMedia@ Robert Mead / +1 (917) 327 9828 / Tucker Elcock / +1 (917) 208 4652 / Jack Coster / +1 (207) 756 4586 / Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data