NUE 8-K Current Reports

Nucor 8-K Report, Financial Results (Oct 26, 2026)

Nucor Corporation reported third-quarter 2026 results for the quarter ended October 3, 2026, with net earnings attributable to Nucor stockholders of $1.32 billion, or $5.80 per diluted share, on net sales of $11.25 billion. That compares with $1.16 billion, or $5.04 per diluted share, in the second quarter of 2026 and $607 million, or $2.63 per diluted share, in the third quarter of 2025. Third-quarter EBITDA was $2.28 billion. The steel mills segment drove the sequential improvement, with earnings before income taxes and noncontrolling interests of $1.79 billion, up from $1.56 billion in the second quarter. The second quarter had included a $130 million cash refund on prior-period raw material costs that did not recur, and a $61 million non-cash Helion valuation benefit. Cash generation and capital returns were strong. For the first nine months of 2026, cash provided by operating activities was $4.52 billion and capital expenditures were $1.86 billion, for free cash flow of $2.66 billion. Nucor returned about $629 million to stockholders in the third quarter and about $1.36 billion year to date, and the Board declared a $0.56 per share dividend payable November 10, 2026. The company ended the quarter with $3.64 billion in cash, cash equivalents and short-term investments, an undrawn $2.25 billion revolving credit facility, and total debt of $7.09 billion. Management expects fourth-quarter 2026 earnings to be generally in line with or modestly higher than the third quarter, with stable steel mills and steel products earnings and slightly lower raw materials earnings. Operationally, the company highlighted first heat at its West Virginia sheet mill in September, with production expected to begin in 2027, and the start-up of a second galvanizing line at Nucor Steel Berkeley. The Louisiana carbon capture facility began operations in the third quarter of 2026. Steel mills shipments reached 7.2 million tons in the quarter, and the company cited backlogs extending into mid-2027 for many products.

Oct 26, 2026 8-K

Nucor 8-K Report, Financial Results (Jul 27, 2026)

Nucor Corporation (NYSE: NUE) furnished a Form 8-K on July 27, 2026 reporting results for the second quarter ended July 4, 2026, via a news release (Exhibit 99.1) and an earnings call investor presentation (Exhibit 99.2). Net earnings attributable to Nucor stockholders were $1.16 billion, or $5.04 per diluted share, compared with $743 million, or $3.23 per diluted share, in the first quarter of 2026 and $603 million, or $2.60 per diluted share, in the second quarter of 2025. Excluding a non-cash, pre-tax benefit of $61 million ($0.20 per diluted share) tied to the increase in the value of its investment in Helion, a fusion energy company, adjusted net earnings were $1.11 billion, or $4.84 per diluted share. Net sales were $10.40 billion. Management attributed the sequential improvement mainly to the steel mills segment, which benefited from higher average selling prices and volumes and a $130 million reduction to cost of products sold from cash refunds tied to prior periods' raw materials procurement costs. The balance sheet and capital return picture remained strong. Nucor reported $2.69 billion in cash, cash equivalents and short-term investments, and its $2.25 billion revolving credit facility was undrawn and runs to March 2030. The company returned about $479 million to stockholders in the quarter through buybacks and dividends, including repurchases of about 1.53 million shares at an average price of $228.76, and declared a $0.56 quarterly dividend payable August 11, 2026, its 213th consecutive quarterly cash dividend. The filing also notes ratings of A-/A-/A3 with stable outlooks from S&P, Fitch and Moody's. For the third quarter of 2026, Nucor expects higher consolidated reported earnings, driven by higher realized pricing in steel mills and steel products, higher steel products volumes, and lower raw materials earnings from lower margins. Management noted it does not expect further material benefit from raw material refunds. The filing also describes the West Virginia sheet mill as on time and on budget, with production beginning in 2027.

Jul 27, 2026 8-K/A

Nucor 8-K/A Report, Executive Changes (Jun 22, 2026)

Nucor Corporation (NUE) filed Amendment No. 1 to its Current Report on Form 8-K to amend the Original 8-K it filed with the SEC on March 3, 2026, which covered, among other things, the retirement of Daniel R. Needham. The amendment states that the rest of the Original 8-K's disclosure is unchanged. The substantive new disclosure concerns Mr. Needham's departure: on June 16, 2026, the Company and Mr. Needham entered into a Retirement, Separation, Waiver and Release Agreement, with his retirement effective June 20, 2026. Under the agreement, in consideration for a comprehensive release of claims and his post-employment restrictive covenants, Mr. Needham will receive monthly payments of $254,972.34 for the 24 months following his retirement. His covenants include not competing with the Company, not disclosing confidential information or trade secrets, not soliciting customers or suppliers, not hiring Company employees, and not making disparaging statements. He has also agreed to assign to the Company any inventions or ideas conceived during his employment. Effective June 20, 2026, he will resign from all positions with the Company and its subsidiaries and affiliates. The agreement, together with the surviving provisions of his Executive Employment Agreement effective February 1, 2021, is stated to contain the entire agreement between the parties on his employment. The full agreement is filed as Exhibit 10.1, and the filing includes an Inline XBRL cover page as Exhibit 104.

Jun 22, 2026 8-K/A

Nucor 8-K/A Report, Executive Changes (Jun 2, 2026)

Nucor Corporation filed Amendment No. 1 to its Current Report on Form 8-K to amend the Original 8-K it filed with the SEC on December 4, 2025, which concerned, among other things, the retirement of David A. Sumoski. The disclosure in the Original 8-K otherwise remains unchanged. This amendment reports Item 5.02 and Item 9.01 information. Under a Retirement, Separation, Waiver and Release Agreement dated May 28, 2026, Mr. Sumoski will retire effective June 13, 2026, and resign from all positions he holds with the Company and its direct and indirect subsidiaries and affiliates as of that date. The agreement, together with the surviving provisions of his Executive Employment Agreement effective January 1, 2021, is stated to contain the entire agreement between the parties and supersede prior agreements related to his employment. In exchange for a comprehensive release of claims and his post-employment restrictive covenants, Mr. Sumoski will receive monthly payments of $308,850.56 for 24 months following retirement. The covenants include a 24-month non-compete, non-solicitation of customers, suppliers and employees, and non-disparagement, along with an assignment of inventions conceived during his employment. The full agreement is filed as Exhibit 10.1.

Jun 2, 2026 8-K

Nucor 8-K Report, Shareholder Vote Results (May 19, 2026)

Nucor Corporation (NUE) filed this Current Report on Form 8-K to disclose the results of its 2026 annual meeting of stockholders, held on May 14, 2026. Stockholders elected all eight of the company's director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. Each nominee received more votes "for" than "withheld," though the margins varied, with Patrick J. Dempsey (170,470,960 for; 5,181,530 withheld) and Christopher J. Kearney (166,861,181 for; 8,791,309 withheld) and Leon J. Topalian (166,783,787 for; 8,868,703 withheld) drawing the most withheld votes. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 191,045,084 votes for, 10,966,251 against, and 356,388 abstentions. In a separate advisory vote, stockholders approved the compensation of the company's named executive officers for 2025, with 167,456,504 votes for, 7,237,903 against, and 958,083 abstentions. The filing is primarily procedural and contains no new financial results or strategic announcements. The proposals were described in the company's definitive proxy statement on Schedule 14A, filed with the SEC on March 27, 2026, which the filing references for further detail.

May 19, 2026 8-K

Nucor 8-K Report, Financial Results (Apr 27, 2026)

Nucor Corporation (NYSE: NUE) furnished an 8-K on April 27, 2026 reporting results for the first quarter of 2026 (quarter ended April 4, 2026). Net earnings attributable to Nucor stockholders were $743 million, or $3.23 per diluted share, on net sales of $9.50 billion, compared with $378 million, or $1.64 per diluted share, in the fourth quarter of 2025 and $156 million, or $0.67 per diluted share, in the first quarter of 2025. Net earnings before noncontrolling interests were $870 million and EBITDA was $1.51 billion. Earnings before income taxes and noncontrolling interests rose to $1,128 million in steel mills, $285 million in steel products and $45 million in raw materials. Management attributed the sequential increase to higher average selling prices and volumes in steel mills, and it guided to higher consolidated earnings in the second quarter of 2026 with improvement across all three segments. The company ended the quarter with $2.48 billion in cash, cash equivalents and short-term investments, and its $2.25 billion revolving credit facility remained undrawn and runs to March 2030. Nucor repurchased about 0.7 million shares at an average of $175.19 and has about $3.97 billion remaining under a new $4.00 billion repurchase authorization approved February 20, 2026. The Board declared a $0.56 per share dividend payable May 11, 2026, described as the 212th consecutive quarterly cash dividend. The investor presentation furnished as Exhibit 99.2 notes that the West Virginia sheet mill project is on time and on budget, with commissioning through 2026 and production expected in 2027. It also reports a record quarterly steel mill shipment total of 7.0 million tons and a 2026 backlog outlook for steel products that extends through the summer.

Apr 27, 2026 8-K

Nucor 8-K Report, Executive Changes (Mar 3, 2026)

Nucor Corporation filed a Form 8-K on March 3, 2026, under Item 5.02 to report that Daniel R. Needham, Executive Vice President of Commercial, notified the Board of Directors on February 27, 2026, that he will retire effective June 20, 2026. The filing states that the retirement is voluntary and in accordance with the Company's succession planning. Mr. Needham, 60, joined the Company in 2000 and has served as an Executive Vice President since 2021. According to the accompanying news release (Exhibit 99.1), Mr. Needham began his career at Nucor as Controller at Nucor Steel Hertford County and later held controller and general manager roles at several Nucor steel operations, including Nucor Steel Connecticut, Nucor Steel Utah and Nucor Steel Indiana. He was promoted to Vice President in 2016 and to Executive Vice President in 2021. Chair and CEO Leon Topalian credited him with strengthening Nucor's position in the North American steel industry. The filing reports a leadership transition in a commercial executive role and does not report any financial results, figures or guidance.

Mar 3, 2026 8-K/A

Nucor 8-K/A Report, Executive Changes (Feb 27, 2026)

Nucor Corporation's Amendment No. 1 to its Current Report on Form 8-K, filed February 27, 2026, amends the Original 8-K filed February 20, 2026, which reported the election of John L. "Jack" Sullivan as Chief Financial Officer, Treasurer and Executive Vice President, effective March 1, 2026. The disclosure in the Original 8-K otherwise remains unchanged. The amendment adds the details of Mr. Sullivan's Executive Employment Agreement, dated February 26, 2026 and effective March 1, 2026, which supersedes his prior agreement dated December 20, 2024. The agreement raises Mr. Sullivan's annual base salary to $680,000, effective March 1, 2026. It provides a non-compete benefit equal to one month of base salary for each year of service, with a minimum of six months, paid in 24 equal monthly installments after termination. If he is under age 55 at termination, the benefit will not be less than the value of his forfeitable common stock units deferred and restricted stock awarded under the long-term incentive plan. Following a change in control, if he is involuntarily terminated or resigns for Good Reason within 24 months, the non-compete benefit is instead a lump-sum cash payment equal to 2.5 times a defined base amount, plus the value of restricted stock units that would have been granted in the year of termination. Medical, dental and prescription drug coverage would also continue for 30 months in that scenario. The filing is administrative in nature and discloses compensation and severance-related terms for the new CFO, filed as Exhibit 10.1 along with the Inline XBRL cover page (Exhibit 104).

Feb 27, 2026 8-K

Nucor 8-K Report, Executive Changes (Feb 20, 2026)

Nucor Corporation (NYSE: NUE) announced in an 8-K filed February 20, 2026 that its Board of Directors elected John L. "Jack" Sullivan, currently Vice President, Treasurer and General Manager of Investor Relations, as Chief Financial Officer, Treasurer and Executive Vice President, effective March 1, 2026. He succeeds Stephen D. Laxton, who will continue as President and Chief Operating Officer. The filing states that Laxton was promoted to President and Chief Operating Officer effective January 1, 2026, and that he served as CFO during this transition period, per the news release. Sullivan, 52, joined Nucor in 2022 as General Manager of Investor Relations and was promoted to his current role in 2025. Previously he spent 13 years at Duke Energy across treasury, corporate development and investor relations, and nine years in corporate and investment banking at Bank of America. In connection with his election, his annual base salary will increase to $680,000 effective March 1, 2026. He will continue participating in the Senior Officers Annual Incentive Plan and Senior Officers Long-Term Incentive Plan, with awards for in-progress performance periods pro-rated for the salary increase, and will begin participating in the Supplemental Retirement Plan for Executive Officers. He remains eligible for equity awards under the 2025 Omnibus Incentive Compensation Plan. The filing is a leadership change disclosure and contains no financial results, guidance or operating metrics. Chair and CEO Leon Topalian praised Sullivan's financial acumen and strategic insight, and thanked Laxton for his leadership as CFO during the transition.

Feb 20, 2026 8-K

Nucor 8-K Report, Financial Results (Jan 26, 2026)

Nucor Corporation reported net earnings attributable to Nucor stockholders of $378 million, or $1.64 per diluted share, for the fourth quarter of 2025 (quarter ended December 31, 2025). Excluding losses and impairments of assets, adjusted net earnings attributable to Nucor stockholders were $400 million, or $1.73 per diluted share. Net sales were $7.69 billion, down from $8.52 billion in the third quarter of 2025 but up from $7.08 billion in the fourth quarter of 2024. EBITDA was $918 million. The quarter included $21 million ($0.08 per diluted share) of charges related to closing or repurposing steel products facilities and $6 million ($0.01 per diluted share) of impairments in the steel mills segment. For full-year 2025, net earnings attributable to Nucor stockholders were $1.74 billion, or $7.52 per diluted share, versus $2.03 billion, or $8.46 per diluted share, in 2024. Steel mills segment earnings before income taxes fell to $516 million in the fourth quarter from $793 million in the third quarter, reflecting lower volumes and margin compression, primarily in sheet. Steel products earnings declined to $230 million, and raw materials earnings fell to $24 million due to scheduled outages at direct reduced iron facilities. Management guided to higher first-quarter 2026 earnings across all three operating segments, with the largest increase expected in steel mills on higher volumes and higher realized prices. The company reported $2.70 billion in cash and cash equivalents and short-term investments, an undrawn $2.25 billion revolving credit facility, and credit ratings of A-/A-/A3. It repurchased about 5.4 million shares in 2025 and returned approximately $1.2 billion to stockholders, and its board declared a $0.56 per share quarterly dividend payable February 11, 2026. The company's investor presentation, furnished as Exhibit 99.2 for the January 27, 2026 earnings call, projects 2026 capital expenditures of about $2.5 billion and lower imports in 2026 compared with 2025 as Section 232 tariffs take full effect. It also reports 2026 backlogs roughly 40% higher year over year and a 2025 free cash flow of negative $188 million, reflecting capital spending of $3.42 billion.

Jan 26, 2026 8-K

Nucor 8-K Report, Executive Changes (Dec 4, 2025)

Nucor Corporation (NYSE: NUE) filed a Form 8-K on December 4, 2025 to announce a leadership succession. David A. Sumoski, Chief Operating Officer since 2021 and age 59, notified the Board on December 2, 2025 that he will retire. He steps down as COO on January 1, 2026, remains an Executive Vice President as an advisor to Chair and CEO Leon J. Topalian, and retires on June 13, 2026. The filing says his decision is voluntary and in line with the Company's succession planning. Stephen D. Laxton, the Company's Chief Financial Officer and Executive Vice President since 2022, was appointed President and Chief Operating Officer effective January 1, 2026. Mr. Topalian continues as Chair and CEO. Mr. Laxton will remain CFO until a successor is appointed, and the company says it will conduct a search for a new CFO. His annual base salary will increase to $1,000,000 effective January 1, 2026. He will continue to participate in the Senior Officers Annual Incentive Plan, the Senior Officers Long-Term Incentive Plan (with awards for in-progress performance periods pro-rated for the salary increase), and the Supplemental Retirement Plan for Executive Officers, and remains eligible for equity awards under the 2025 Omnibus Incentive Compensation Plan. For investors, the filing is primarily a management transition: a planned operational leadership change with a long-tenured executive stepping back and an internal successor elevated. The filing discloses no financial results, and the CFO vacancy that follows Mr. Laxton's move is the main open item to watch.

Dec 4, 2025 8-K

Nucor 8-K Report, Financial Results (Oct 27, 2025)

Nucor Corporation (NYSE: NUE) reported third-quarter 2025 results for the quarter ended October 4, 2025, in a news release furnished as Exhibit 99.1 to this Form 8-K dated October 27, 2025. Net earnings attributable to Nucor stockholders were $607 million, or $2.63 per diluted share, compared with $603 million, or $2.60 per diluted share, in the second quarter of 2025 and $250 million, or $1.05 per diluted share, in the third quarter of 2024. Net sales were $8.52 billion and EBITDA was $1.27 billion, a non-GAAP measure. Earnings before income taxes and noncontrolling interests were $793 million in steel mills, $319 million in steel products and $43 million in raw materials. Management said earnings in the steel mills segment fell from the second quarter primarily on slightly lower volumes and margin compression, while steel products earnings declined on higher average costs per ton. Nucor ended the quarter with $2.75 billion in cash, cash equivalents and short-term investments, and its $2.25 billion revolving credit facility undrawn. Moody's upgraded the company's long-term rating to A3 in September 2025. During the quarter Nucor repurchased about 0.7 million shares at an average price of $140.46, and the board declared a $0.55 per share dividend payable November 10, 2025. The company guided fourth-quarter 2025 earnings lower than the third quarter, citing lower overall volumes and lower average sheet selling prices in steel mills, lower volumes in steel products, and lower realized pricing plus planned outages at its direct reduced iron facilities in raw materials. Exhibit 99.2 is an investor presentation for an earnings call on October 28, 2025, which states that capital expenditures for the full year are now being revised to about $3.3 billion.

Oct 27, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Nucor 8-K Report, Financial Results (Jul 28, 2025)

Nucor Corporation (NYSE: NUE) reported consolidated net earnings attributable to Nucor stockholders of $603 million, or $2.60 per diluted share, for the second quarter of 2025 (quarter ended July 5, 2025), on net sales of $8.46 billion. This compares with $156 million, or $0.67 per diluted share, in the first quarter of 2025 and $645 million, or $2.68 per diluted share, in the second quarter of 2024. For the first six months of 2025, net earnings attributable to Nucor stockholders were $759 million, or $3.26 per diluted share, versus $1.49 billion, or $6.14 per diluted share, a year earlier. Earnings before income taxes and noncontrolling interests were $899 million, with EBITDA of $1.30 billion (non-GAAP). Earnings rose sequentially across all three segments. Steel mills earned $843 million before taxes and noncontrolling interests in the quarter, up from $241 million in the first quarter's adjusted figure, on higher average selling prices at sheet and plate mills. Steel products earned $392 million and raw materials $57 million. Cash and cash equivalents and short-term investments totaled $2.48 billion, and the company repurchased about 1.8 million shares at an average of $111.89 during the quarter. The board declared a $0.55 per share dividend payable August 11, 2025. For the third quarter of 2025, Nucor expects earnings to be nominally lower than the second quarter, with margin compression in the steel mills segment partly offset by similar results in steel products and raw materials. The filing also furnishes an investor presentation for the July 29, 2025 earnings call, which notes growth projects nearing completion and reaffirms roughly $3 billion of capital expenditures for the year.

Jul 28, 2025 8-K/A

Other Events

Nucor 8-K/A Report, Cybersecurity Incident (Jun 20, 2025)

Nucor Corporation (NUE) filed Amendment No. 1 to its Current Report on Form 8-K under Item 1.05 (Material Cybersecurity Incidents) to provide supplemental information about the cybersecurity incident first disclosed in its Original Form 8-K filed May 14, 2025. The company states that a threat actor illegally accessed certain of its information technology systems, temporarily limiting access to portions of IT applications supporting some operations at some facilities. As a precaution, the company temporarily and proactively halted certain production operations at various locations. The investigation also determined that the threat actor exfiltrated limited data, which the company is reviewing and evaluating, with notifications to affected parties and regulators to be made as required by law. The company reports that it activated its incident response plan, took potentially affected systems offline, restored affected data from backup systems, engaged external cybersecurity experts, and notified federal law enforcement. Since the Original Form 8-K, affected production operations and access to necessary IT applications have been restored, and the company believes the threat actor no longer has access to its systems. It also states it worked with outside experts to further reinforce its IT systems. Nucor states that the cybersecurity incident has not had, and is not reasonably likely to have, a material impact on its business operations, financial condition, or results of operations. The filing also includes forward-looking statement cautions, noting risks such as potential additional incident-related information, customer, employee and regulatory relationship impacts, possible regulatory inquiries or litigation, and remediation costs.

Jun 20, 2025 8-K

Other Events

Nucor 8-K Report, Cybersecurity Incident (May 14, 2025)

Nucor Corporation filed this Form 8-K under Item 1.05 (Material Cybersecurity Incidents) to disclose that it recently identified a cybersecurity incident involving unauthorized third-party access to certain of its information technology systems. Upon detection, the Company activated its incident response plan, proactively took potentially affected systems offline, and implemented containment, remediation, or recovery measures. The Company says it is investigating with the assistance of leading external cybersecurity experts and has notified federal law enforcement authorities. As of the filing date and in an abundance of caution, the Company temporarily and proactively halted certain production operations at various locations. The filing states that the Company is currently in the process of restarting the affected operations. The Company also says it will continue to monitor the timing and materiality of the incident as the investigation proceeds. The filing does not quantify any financial impact, remediation costs, or expected duration of the production disruption. For investors, the key takeaways are the disclosed operational disruption from halted production, the ongoing nature of the investigation, and the Company's identification of potential legal, reputational, financial, and regulatory risks, including possible litigation and remediation costs. The filing's forward-looking statements cross-reference the risk factors in Nucor's 2024 Form 10-K for further context.

May 14, 2025 8-K

Nucor 8-K Report, Executive Changes (May 14, 2025)

Nucor Corporation held its 2025 annual meeting of stockholders on May 8, 2025, as reported in this Form 8-K filed May 14, 2025. At the meeting, stockholders approved the Nucor Corporation 2025 Omnibus Incentive Compensation Plan, which replaces the 2014 Omnibus Incentive Compensation Plan, as amended and restated. The Board of Directors adopted the 2025 Plan on February 18, 2025, subject to stockholder approval, and it became effective upon approval. The plan authorizes stock options, appreciation rights, restricted shares, restricted share units, performance shares and performance units for employees, officers, consultants and non-employee directors. A summary of the plan appears in the definitive proxy statement filed March 24, 2025, and the full plan and forms of restricted share unit and nonqualified stock option award agreements are filed as exhibits. All eight director nominees were elected to serve until the 2026 annual meeting. Each received more votes "for" than "withheld." Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025, and approved on an advisory basis the compensation of the named executive officers for 2024. The filing reports the vote counts for each proposal, including the 2025 Plan approval, which received 168,785,878 votes for and 5,744,594 against, with 1,635,383 abstentions and 26,330,124 broker non-votes. For investors, this filing is primarily a governance and compensation update. It does not report financial results, guidance, or changes to Nucor's operations. The most notable items are the adoption of a new equity compensation framework and the advisory say-on-pay vote, which passed with 152,257,251 votes for and 22,323,644 against, indicating a meaningful minority of shareholder dissent on executive pay.

May 14, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Nucor 8-K Report, Financial Results (Apr 28, 2025)

Nucor Corporation reported first-quarter 2025 results for the quarter ended April 5, 2025, with consolidated net earnings attributable to Nucor stockholders of $156 million, or $0.67 per diluted share. Excluding $29 million of one-time charges ($0.10 per diluted share) related to the closure or repurposing of certain facilities, adjusted net earnings were $179 million, or $0.77 per diluted share. Net sales were $7.83 billion, an 11% increase from the fourth quarter of 2024 but a 4% decrease from the first quarter of 2024. Average sales price per ton fell 12% year over year, while outside-customer shipments rose 10% to 6,830,000 tons. Steel mill operating rates were 80%, up from 74% in the fourth quarter of 2024. The company reported $4.06 billion in cash, cash equivalents and short-term investments. It amended its revolving credit facility to raise capacity from $1.75 billion to $2.25 billion and extend maturity to March 11, 2030, and it repurchased about 2.3 million shares for $300 million during the quarter. Capital expenditures were $859 million, and pre-operating and start-up costs for growth projects were approximately $170 million, or $0.56 per diluted share. Nucor declared a $0.55 per share quarterly dividend payable May 12, 2025. Management expects second-quarter 2025 earnings to increase compared with the first quarter across all three operating segments, with the largest increase in steel mills, driven mainly by higher average selling prices at sheet and plate mills. The filing also notes preliminary anti-dumping findings on producers in 10 countries and a broadened Section 232 tariff regime, which management cites as supportive of domestic demand.

Apr 28, 2025 8-K

Nucor 8-K Report, Material Agreement (Mar 17, 2025)

Nucor Corporation filed this Form 8-K on March 17, 2025 to report that on March 11, 2025 it entered into the Fifth Amended and Restated Multi-Year Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and the lenders party thereto. The agreement, among other things, increases the company's borrowing capacity under the revolving facility from $1.75 billion to $2.25 billion and extends the maturity date to March 11, 2030. Because the new facility is a direct financial obligation, the company also reports the transaction under Item 2.03, which incorporates the Item 1.01 disclosure by reference. The filing states that the summary is qualified in its entirety by the full agreement, which is filed as Exhibit 10.1. For investors, the principal takeaway is a larger and longer-dated committed liquidity backstop: available revolving capacity rises by $0.50 billion and the facility now runs to 2030. The filing itself does not state how much was drawn under the facility or the company's intended use of the proceeds.

Mar 17, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Nucor 8-K Report, Material Agreement (Mar 5, 2025)

On March 3, 2025, Nucor Corporation entered into an underwriting agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for the sale of $500,000,000 aggregate principal amount of its 4.650% Notes due 2030 and $500,000,000 aggregate principal amount of its 5.100% Notes due 2035. The Notes were registered under the company's Form S-3 (Registration No. 333-274169) filed August 23, 2023. The company completed the issuance and sale on March 5, 2025, receiving net proceeds of approximately $988.2 million after expenses and the underwriting discount. The Notes are senior unsecured obligations ranking equally with the company's existing and future senior unsecured indebtedness. They are effectively subordinated to secured indebtedness to the extent of the value of the collateral, and structurally subordinated to all liabilities of the company's subsidiaries. The indenture, as supplemented by a sixth supplemental indenture dated March 5, 2025, limits the company and its Restricted Subsidiaries from securing indebtedness with liens on certain property or stock, and from certain sale and leaseback transactions on certain properties. The 2030 Notes mature June 1, 2030 and the 2035 Notes mature June 1, 2035, with semi-annual interest payments on June 1 and December 1 beginning December 1, 2025. The notes are redeemable at the company's option before the par call dates (May 1, 2030 for the 2030 Notes and March 1, 2035 for the 2035 Notes) at the greater of a make-whole price based on the Treasury Rate plus a specified premium and 100% of principal, and at 100% of principal thereafter. Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued interest. The notes have no established trading market, and the company does not intend to list them.

Mar 5, 2025 8-K

Nucor 8-K Report, Financial Results (Jan 27, 2025)

Nucor Corporation (NYSE: NUE) reported fourth-quarter and full-year 2024 results in a news release furnished as Exhibit 99.1, alongside an investor presentation furnished as Exhibit 99.2. For Q4 2024, consolidated net earnings attributable to Nucor stockholders were $287 million, or $1.22 per diluted share, versus $250 million, or $1.05 per diluted share, in Q3 2024 (adjusted $1.49 excluding Q3 impairment charges) and $785 million, or $3.16 per diluted share, in Q4 2023. Net sales were $7.08 billion in Q4 2024, down 8% from Q4 2023, and $30.73 billion for full year 2024, down 11% from $34.71 billion in 2023. Full-year 2024 net earnings attributable to Nucor stockholders were $2.03 billion, or $8.46 per diluted share, compared with $4.53 billion, or $18.00 per diluted share, in 2023. Management stated that steel demand softened through 2024 but that market conditions are starting to improve and should gain momentum into 2025. For the first quarter of 2025, Nucor expects steel mills and steel products segment earnings to be similar to Q4 2024, raw materials earnings to decrease, and higher corporate, administrative and tax impacts that may result in lower overall net earnings. Growth project pre-operating and start-up costs were approximately $594 million, or $1.89 per diluted share, for full-year 2024. At year-end 2024, Nucor reported $4.14 billion of cash, cash equivalents and short-term investments, an undrawn $1.75 billion revolving credit facility, and a $1.11 billion remaining share repurchase authorization. The company declared a $0.55 per share quarterly dividend payable February 11, 2025. The investor presentation also outlines projected 2025 capital expenditures of approximately $3.0 billion.

Jan 27, 2025 8-K

Nucor 8-K Report, Financial Results (Oct 21, 2024)

Nucor Corporation (NYSE: NUE) reported third-quarter 2024 results for the quarter ended September 28, 2024, in a news release and accompanying investor presentation furnished under Items 2.02 and 7.01 of this Form 8-K. Consolidated net earnings attributable to Nucor stockholders were $249.9 million, or $1.05 per diluted share, compared with $645.2 million, or $2.68 per diluted share, in the second quarter of 2024 and $1.14 billion, or $4.57 per diluted share, in the third quarter of 2023. Excluding non-cash impairment charges of $123.0 million ($0.44 per diluted share), adjusted net earnings attributable to Nucor stockholders were $353.0 million, or $1.49 per diluted share. Net sales were $7.44 billion, down 8% from the prior quarter and down 15% from the third quarter of 2023, with average sales price per ton down 6% sequentially. The steel mills segment's earnings before income taxes and noncontrolling interests fell to $309.1 million from $645 million in the second quarter, driven mainly by lower average selling prices, while the steel products segment earned $314.0 million and the raw materials segment posted a loss of $66.3 million, including an $83.0 million impairment. Management guided that fourth-quarter 2024 consolidated earnings attributable to Nucor stockholders will decrease from the $1.05 per diluted share reported for the third quarter, citing lower average selling prices and decreased volumes in the steel mills and steel products segments. The company reported $4.86 billion in cash and short-term investments, an undrawn $1.75 billion revolving credit facility, and approximately $1.42 billion remaining under its share repurchase authorization, and declared a quarterly dividend of $0.54 per share payable November 8, 2024.

Oct 21, 2024 8-K

Nucor 8-K Report, Financial Results (Jul 22, 2024)

Nucor Corporation reported second-quarter 2024 results for the quarter ended June 29, 2024, in a news release furnished as Exhibit 99.1. Net earnings attributable to Nucor stockholders were $645.2 million, or $2.68 per diluted share, compared with $844.8 million, or $3.46 per diluted share, in the first quarter of 2024 and $1.46 billion, or $5.81 per diluted share, in the second quarter of 2023. Net sales were $8.08 billion, down 1% from the first quarter and down 15% from the second quarter of 2023. Management attributed the sequential decline mainly to lower average selling prices in the steel mills segment, with the steel products segment also affected by lower selling prices. Average selling price per ton fell 2% sequentially and 11% year over year, and steel mill operating rates decreased to 75% from 82% in the first quarter. For the first six months of 2024, net earnings attributable to Nucor stockholders were $1.49 billion, or $6.14 per diluted share, versus $2.60 billion, or $10.26 per diluted share, a year earlier. Pre-operating and start-up costs for growth projects were approximately $137 million, or $0.43 per diluted share, in the second quarter. Nucor ended the quarter with $5.43 billion in cash, cash equivalents and short-term investments, an undrawn $1.75 billion revolving credit facility, and credit ratings of A-/A-/Baa1. The company repurchased approximately 2.9 million shares in the quarter and declared a $0.54 per share dividend, its 205th consecutive quarterly cash dividend. Management expects third-quarter 2024 earnings to decrease from the second quarter, primarily because of lower average selling prices at the steel mills and steel products segments. The accompanying investor presentation, furnished as Exhibit 99.2, describes the pending Rytec acquisition and the completed Southwest Data Products acquisition, which Nucor is positioning as part of its growth strategy in downstream markets. The company scheduled its earnings conference call for July 23, 2024.

Jul 22, 2024 8-K

Nucor 8-K Report, Shareholder Vote Results (May 14, 2024)

Nucor Corporation held its 2024 annual meeting of stockholders on May 9, 2024, according to this Current Report on Form 8-K filed May 14, 2024 under Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders elected all eight director nominees to serve until the 2025 annual meeting or until their successors are elected and qualified. Each nominee received more votes "for" than "withheld." The filing states that support ranged from 190,028,366 votes for Nicholas C. Gangestad (695,182 withheld) to 179,854,588 votes for Leon J. Topalian (10,868,960 withheld). Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024, with 204,953,781 votes for, 9,081,286 against, and 255,354 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers for 2023, with 175,734,588 votes for, 14,053,948 against, and 935,012 abstentions. The advisory vote recorded 23,566,873 broker non-votes on the director and say-on-pay proposals. The filing states that each proposal is described in the company's definitive proxy statement on Schedule 14A, filed with the SEC on March 22, 2024. The 8-K reports voting outcomes only and contains no new financial results, guidance, or transactions.

May 14, 2024 8-K

Nucor 8-K Report, Financial Results (Apr 22, 2024)

Nucor Corporation reported first-quarter 2024 results for the quarter ended March 30, 2024, in a news release furnished as Exhibit 99.1 and an investor presentation furnished as Exhibit 99.2. Net earnings attributable to Nucor stockholders were $844.8 million, or $3.46 per diluted share, compared with $785.4 million, or $3.16 per diluted share, in the fourth quarter of 2023 and $1.14 billion, or $4.45 per diluted share, in the first quarter of 2023. Net sales were $8.14 billion, up 6% from the fourth quarter of 2023 and down 7% from the first quarter of 2023. EBITDA was $1.50 billion. By segment, steel mills earnings before income taxes and noncontrolling interests rose to $1.10 billion from $588 million in the fourth quarter of 2023, driven by higher average selling prices and increased volumes, particularly at sheet mills. Steel products earnings fell to $511.6 million from $656 million in the prior quarter due to lower average selling prices and decreased volumes. Operating rates at the steel mills increased to 82% from 74% in the fourth quarter of 2023. Nucor repurchased approximately 5.5 million shares at an average price of $180.79 and returned $1.13 billion to shareholders during the quarter, and it held $5.54 billion in cash, short-term investments and restricted cash at quarter end. Management expects second-quarter 2024 earnings to decrease compared with the first quarter, mainly because of lower average selling prices at the steel mills, partially offset by modestly increased volumes. Earnings in the raw materials segment are expected to rise. The company also introduced the Nucor Consumer Spot Price for hot-rolled coil and announced the acquisition of Southwest Data Products, which expands its offerings for data center customers.

Apr 22, 2024 8-K

Nucor 8-K Report, Financial Results (Jan 29, 2024)

Nucor Corporation reported consolidated net earnings attributable to Nucor stockholders of $785.4 million, or $3.16 per diluted share, for the fourth quarter of 2023, compared with $1.14 billion, or $4.57 per diluted share, in the third quarter of 2023 and $1.26 billion, or $4.89 per diluted share, in the fourth quarter of 2022. For full year 2023, net earnings were $4.52 billion, or $18.00 per diluted share, versus $7.61 billion, or $28.79 per diluted share, in 2022. Consolidated net sales fell 12% to $7.70 billion in the fourth quarter compared with the prior quarter and the prior-year quarter, and full-year net sales declined 16% to $34.71 billion. The company's chair and CEO described 2023 as the third-most profitable year in Nucor's history. The quarter showed lower pricing and volumes across all three segments. Steel mills earnings before taxes were $587.9 million, steel products $655.6 million, and raw materials negative $14.4 million. Average sales price per ton fell 8% sequentially and 15% year over year, and average scrap cost per gross ton fell to $397. Pre-tax growth project start-up costs were approximately $127 million in the quarter and $400 million for the year. Management expects first-quarter 2024 earnings to rise versus the fourth quarter, led by the steel mills segment on higher selling prices and volumes, while steel products is expected to decline on lower selling prices. Capital deployment remains active. The board declared a $0.54 per share dividend, a 6% increase, and the company repurchased about 9.75 million shares for the full year at an average of $159.34. Nucor ended 2023 with $7.13 billion in total liquidity, excluding a $1.75 billion revolving credit facility, and holds A-/A-/Baa1 credit ratings with stable outlooks. The investor presentation projects 2024 capital expenditures of about $3.5 billion.

Jan 29, 2024 8-K

Nucor 8-K Report, Executive Changes (Dec 15, 2023)

Nucor Corporation filed this Current Report on Form 8-K on December 15, 2023, under Item 5.02 (Compensatory Arrangements of Certain Officers). On that date, the Compensation and Executive Development Committee of the Board of Directors adopted and approved an amendment and restatement of the Nucor Corporation Supplemental Retirement Plan for Executive Officers (the "SERP"), effective immediately. The restatement changed the age eligibility requirement for a normal retirement benefit and consolidated into one document the terms of a prior SERP amendment. Under the amended and restated SERP, an Executive Officer becomes eligible for a normal retirement benefit upon retirement after the earlier of (a) attaining age 60 or (b) attaining age 55 and completing seven years of service as an Executive Officer. Previously, the second alternative required age 58 rather than age 55. The normal retirement benefit itself was not changed and remains a monthly benefit equal to 3.36 times the Executive Officer's monthly base salary, payable for 24 months. The filing also describes reduced benefits for officers who have not met the eligibility requirements at termination. If such an officer has attained age 55, the benefit is reduced by 1/84th for each month the termination precedes the date the officer would have completed seven years of service as an Executive Officer. If the officer has not attained age 55, the benefit equals 50% of the early retirement benefit the officer would have received had they attained age 55 at termination. The full plan text is filed as Exhibit 10.1.

Dec 15, 2023 8-K

Nucor 8-K Report, Financial Results (Oct 23, 2023)

Nucor Corporation reported consolidated net earnings attributable to Nucor stockholders of $1.14 billion, or $4.57 per diluted share, for the third quarter of 2023, compared with $1.46 billion, or $5.81 per diluted share, in the second quarter of 2023 and $1.69 billion, or $6.50 per diluted share, in the third quarter of 2022. Consolidated net sales were $8.78 billion, down 8% sequentially and 16% year over year. For the first nine months of 2023, net earnings attributable to Nucor stockholders were $3.74 billion, or $14.83 per diluted share, versus $23.85 per diluted share in the same period of 2022. Management said earnings declined sequentially primarily due to lower pricing, with the largest impact at the sheet mills. The company returned $627 million to stockholders in the quarter through share repurchases and dividends, and had $6.73 billion in cash, short-term investments and restricted cash at quarter end. Its $1.75 billion revolving credit facility was undrawn, and it reported ratings of A-/A-/Baa1 with stable outlooks from S&P, Fitch and Moody's. The board declared a $0.51 per share quarterly dividend payable November 9, 2023. For the fourth quarter of 2023, Nucor expects earnings to decrease compared with the third quarter, driven mainly by lower pricing across all three operating segments and, to a lesser extent, lower volumes. The filing furnishes a news release and an investor presentation for the October 24, 2023 earnings call.

Oct 23, 2023 8-K

Nucor 8-K Report, Executive Changes (Aug 8, 2023)

Nucor Corporation (NYSE: NUE) filed this Current Report on Form 8-K on August 8, 2023 to disclose a board appointment. On August 7, 2023, the Board of Directors elected Nicholas C. Gangestad as a director, effective September 1, 2023, with a term expiring at the 2024 annual meeting of stockholders. He was also appointed to the Audit Committee, the Compensation and Executive Development Committee, and the Governance and Nominating Committee. The filing states there are no arrangements or understandings between Mr. Gangestad and any other persons under which he was selected as a director, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. He has never served as a Nucor officer or employee. He will receive compensation under the company's standard non-employee director arrangements, as described in the proxy statement filed March 24, 2023, and as adjusted by the Board from time to time. The press release (Exhibit 99.1) identifies Mr. Gangestad as Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc., a role he has held since joining Rockwell in 2021. Previously, he served at 3M Company, including as Senior Vice President and Chief Financial Officer from 2014 to 2020. Nucor Chair, President and CEO Leon J. Topalian said the board benefits from his over three decades of financial expertise and leadership with global companies.

Aug 8, 2023 8-K

Nucor 8-K Report, Financial Results (Jul 24, 2023)

Nucor Corporation reported results for the second quarter of 2023 (quarter ended July 1, 2023) in a news release furnished as Exhibit 99.1, with an accompanying investor presentation furnished as Exhibit 99.2. Net earnings attributable to Nucor stockholders were $1.46 billion, or $5.81 per diluted share, compared with $1.14 billion, or $4.45 per diluted share, in the first quarter of 2023 and $2.56 billion, or $9.67 per diluted share, in the second quarter of 2022. Net sales were $9.52 billion, up 9% from the first quarter but down 19% from the second quarter of 2022. For the first six months of 2023, diluted EPS was $10.26, versus $17.30 a year earlier. Steel mills segment earnings before income taxes were $1.40 billion, and steel products segment earnings were $1.01 billion. The company repurchased approximately 3.1 million shares in the quarter at an average price of $147.03 and returned $580 million to stockholders through buybacks and dividends. On May 11, 2023, the board authorized a new share repurchase program of up to $4.00 billion, under which no repurchases had been made as of July 1, 2023. The board also declared a $0.51 per share quarterly dividend, payable August 11, 2023. At quarter end, the company held $5.39 billion in cash, short-term investments and restricted cash, and its $1.75 billion revolving credit facility was undrawn. For the third quarter of 2023, Nucor expects earnings to decrease compared with the second quarter, driven by lower steel mill profitability (largest impact at sheet mills), moderating steel products earnings, and lower raw materials segment earnings due to margin compression at its DRI facilities and scrap processing operations. The company also redefined EBITDA beginning in the second quarter of 2023 and reported second-quarter EBITDA of $2.21 billion.

Jul 24, 2023 8-K

Nucor 8-K Report, Shareholder Vote Results (May 12, 2023)

Nucor Corporation (NUE) filed this Form 8-K under Item 5.07 to report the results of its 2023 annual meeting of stockholders, held on May 11, 2023. The filing states that stockholders elected all eight director nominees to serve until the 2024 annual meeting. Each nominee received more votes "for" than "withheld," with the lowest support from Christopher J. Kearney (185,370,257 for; 16,038,589 withheld) and Leon J. Topalian (189,888,407 for; 11,520,439 withheld). Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023, with 216,295,317 votes for and 9,222,770 against. On an advisory basis, stockholders approved the compensation of the named executive officers for 2022, with 184,683,670 votes for and 15,395,826 against, and 1,329,350 abstentions. On the advisory vote on the frequency of future say-on-pay votes, 193,302,432 votes favored an annual vote, 517,082 favored two years, and 7,214,500 favored three years. Based on these results, the Board adopted a policy to include an annual advisory say-on-pay vote in proxy materials until the next frequency vote, which must occur no later than the 2029 annual meeting.

May 12, 2023 8-K

Nucor 8-K Report, Financial Results (Apr 20, 2023)

Nucor Corporation reported first-quarter 2023 results for the quarter ended April 1, 2023, in a news release furnished as Exhibit 99.1. The company posted net earnings attributable to Nucor stockholders of $1.14 billion, or $4.45 per diluted share, on net sales of $8.71 billion, and EBITDA of $1.89 billion. This compares with net earnings attributable to Nucor stockholders of $1.26 billion, or $4.89 per diluted share, in the fourth quarter of 2022 and $2.10 billion, or $7.67 per diluted share, in the first quarter of 2022. Steel mills earnings before income taxes and noncontrolling interests were $838.4 million, down from $2.58 billion a year earlier, while steel products earnings rose to $970.8 million from $684.9 million. Overall steel mill operating rates increased to 79% from 70% in the fourth quarter of 2022. Capital returns and balance sheet strength were highlighted. Nucor repurchased about 2.7 million shares at an average price of $156.35, had about $656.9 million remaining under its repurchase authorization, and declared a $0.51 per share dividend payable May 11, 2023, its 200th consecutive quarterly cash dividend. The company reported $4.70 billion in cash, cash equivalents, short-term investments and restricted cash, and its $1.75 billion revolving credit facility remained undrawn. For the second quarter of 2023, management expects earnings to increase compared with the first quarter, driven mainly by margin expansion at its sheet mills and improved profitability at its direct reduced iron facilities. Steel products earnings are expected to moderate from the first quarter on lower average selling prices, partly offset by higher volumes. The accompanying investor presentation, furnished as Exhibit 99.2, was posted to the investor relations website in conjunction with the release.

Apr 20, 2023 8-K

Nucor 8-K Report, Financial Results (Jan 26, 2023)

Nucor Corporation reported record annual results for 2022, with consolidated net earnings of $7.61 billion, or $28.79 per diluted share, surpassing the prior record of $23.16 per diluted share set in 2021. Fourth-quarter 2022 net earnings attributable to Nucor stockholders were $1.26 billion, or $4.89 per diluted share, compared with $6.50 per diluted share in the third quarter of 2022 and $7.97 per diluted share in the fourth quarter of 2021. Full-year net sales rose 14% to $41.51 billion, while fourth-quarter net sales fell 17% sequentially to $8.72 billion. Fourth-quarter results included an after-tax net benefit of $0.24 per diluted share from state tax credits, a $0.34 per diluted share benefit from a change in a state deferred tax asset valuation allowance, and a pre-tax $96.0 million ($0.29 per diluted share) write-off of an unproved oil and gas leasehold interest. The company ended 2022 with $4.94 billion in cash, short-term investments and restricted cash, a $1.75 billion revolving credit facility that remained undrawn, and stable outlooks from Moody's (Baa1), S&P (A-) and Fitch (A-, initiated January 24, 2023). Nucor returned approximately $3.3 billion to stockholders in 2022 through dividends and share repurchases, and its board declared a $0.51 per share quarterly dividend, with the company noting its 50th consecutive year of base dividend increases. Management expects first-quarter 2023 operating income from its three segments to exceed the fourth quarter of 2022, but consolidated net earnings are expected to decline due to intercompany eliminations and the absence of fourth-quarter state tax benefits.

Jan 26, 2023 8-K

Other EventsExhibits & Filings

Nucor 8-K Report, Financial Results (Oct 20, 2022)

Nucor Corporation reported third-quarter 2022 results in a news release furnished under Item 2.02 of this Form 8-K. Consolidated net earnings were $1.69 billion, or $6.50 per diluted share, down from $2.56 billion, or $9.67 per diluted share, in the second quarter of 2022 and $2.13 billion, or $7.28 per diluted share, in the third quarter of 2021. For the first nine months of 2022, net earnings were $6.35 billion, or $23.85 per diluted share, compared with $4.58 billion, or $15.34 per diluted share, a year earlier. Net sales fell 11% sequentially to $10.50 billion, while the average sales price per ton rose 14% year over year. Tons shipped to outside customers declined 11% from the prior year, and steel mill operating rates dropped to 77% from 96% in the third quarter of 2021. Management said the steel mills segment's earnings declined from the second quarter mainly due to metal margin contraction and lower shipping volumes, particularly at sheet and plate mills. The steel products segment was another strong quarter. For the fourth quarter of 2022, management expects earnings to decline from the third quarter, with considerably lower steel mill earnings on lower prices and volumes, seasonal pressure in steel products, and significantly lower raw materials earnings. Management still believes 2022 will be the most profitable year in the company's history and cited increasingly challenging market conditions amid economic uncertainty. Nucor ended the quarter with $3.51 billion in cash, short-term investments and restricted cash, and its $1.75 billion revolving credit facility was undrawn. During the quarter it repurchased about 5.3 million shares at an average price of $122.24, and about $1.49 billion remained under its repurchase authorization. The board declared a $0.50 per share cash dividend payable November 10, 2022, the company's 198th consecutive quarterly dividend.

Oct 20, 2022 8-K

Nucor 8-K Report, Corporate Update (Sep 15, 2022)

Nucor Corporation filed this Current Report on Form 8-K to disclose governance changes at the board level. Effective September 15, 2022, Leon J. Topalian, the company's President and Chief Executive Officer and a board member, was appointed to the additional position of Chair of the Board. The filing states that John H. Walker, the former Non-Executive Chairman, will continue to serve as a Board member. Christopher J. Kearney was also appointed Lead Director, effective the same day. The announcement is a leadership and governance update rather than a financial disclosure; the filing contains no financial results, guidance, or transaction figures. The news release attached as Exhibit 99.1 describes Topalian's background at Nucor, including his service as President and CEO and a member of the Board since 2020, and his prior roles at the company since joining in 1996. The release also describes Kearney's background, including his service on the Board since 2008 and his other directorships. For investors, the key takeaway is that the combined CEO and Chair role is now held by Topalian, with an independent Lead Director in place to provide board-level oversight. Kearney's release quotes both executives describing the changes as a planned transition of leadership at Nucor.

Sep 15, 2022 8-K

Nucor 8-K Report, Executive Changes (Aug 9, 2022)

Nucor Corporation filed this Form 8-K on August 9, 2022 to report that its Board of Directors elected Michael W. Lamach as a director, effective September 1, 2022, with his term expiring at the Company's 2023 annual meeting of stockholders. Concurrent with his election, Mr. Lamach was appointed to the Audit Committee, the Compensation and Executive Development Committee, and the Governance and Nominating Committee. The filing states that Mr. Lamach will receive compensation under the Company's standard non-employee director arrangements, as described in the Company's March 25, 2022 proxy statement and as adjusted by the Board from time to time. The Company states there are no arrangements or understandings between Mr. Lamach and any other persons regarding his selection, no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K, and that he has never served as an officer or employee of the Company. The filing attaches a news release dated August 9, 2022 announcing the appointment. Per that release, Mr. Lamach previously served as Executive Chair of Trane Technologies plc until his retirement in December 2021, and earlier as Chairman and Chief Executive Officer of Trane Technologies and Ingersoll-Rand. The release quotes Nucor's President and CEO, Leon J. Topalian, and Non-Executive Chairman, John H. Walker, welcoming him to the Board. The filing does not report any financial results or operational changes.

Aug 9, 2022 8-K

Nucor 8-K Report, Financial Results (Jul 21, 2022)

Nucor Corporation reported record quarterly consolidated net earnings of $2.56 billion, or $9.67 per diluted share, for the second quarter ended July 2, 2022, compared with $2.10 billion, or $7.67 per diluted share, in the first quarter of 2022 and $1.51 billion, or $5.04 per diluted share, in the second quarter of 2021. For the first six months of 2022, net earnings were $4.66 billion, or $17.30 per diluted share, versus $2.45 billion, or $8.13 per diluted share, a year earlier. Consolidated net sales rose 12% sequentially to $11.79 billion, and the average sales price per ton increased 3% from the first quarter and 44% from the second quarter of 2021, while outside tons shipped fell 7% year over year. Segment results were led by steel products, with earnings before income taxes and noncontrolling interests of $1.13 billion in the quarter versus $259 million a year earlier, and steel mills at $2.82 billion versus $2.17 billion. Raw materials earnings were $264 million. The company ended the quarter with $2.45 billion in cash, cash equivalents, short-term investments and restricted cash, an undrawn $1.75 billion revolving credit facility, and a Baa1/A- credit rating. Nucor repurchased about 5.1 million shares in the quarter and had $2.14 billion remaining under its authorization. It also declared a $0.50 per share dividend and closed its acquisition of C.H.I. Overhead Doors, LLC. Management guided that steel mills earnings will be sequentially lower in the third quarter of 2022, while steel products is expected to be roughly in line with the second quarter and raw materials is expected to improve. Management also stated that it believes 2022 will be the most profitable year in Nucor's history.

Jul 21, 2022 8-K/A

Material AgreementsFinancial EventsExhibits & Filings

Nucor 8-K/A Report, Executive Changes (May 25, 2022)

This Amendment No. 2 to Nucor Corporation's Form 8-K, filed May 25, 2022, updates the company's earlier Item 5.02 disclosure regarding the retirement of James D. Frias. The Original 8-K was filed February 23, 2022 and amended March 4, 2022 by Amendment No. 1. The filing states that the rest of the original disclosure remains unchanged. Per the filing, on May 24, 2022, Nucor and Mr. Frias entered into a Retirement, Separation, Waiver and Release Agreement, with his retirement effective June 11, 2022. The agreement works together with the surviving provisions of his Executive Employment Agreement, dated February 17, 2020, and supersedes prior agreements related to his employment. In exchange for a comprehensive release of claims and his post-employment restrictive covenants, Mr. Frias will receive monthly payments of $264,835.08 for 24 months following his retirement. During that 24-month period, he has agreed not to compete with the company, not to disclose confidential information or trade secrets, not to solicit customers or suppliers or interfere with their business with Nucor, not to recruit employees, and not to disparage the company or its affiliates. Any inventions or ideas he conceived during his employment are assigned to Nucor. He will resign from all positions with the company and its subsidiaries and affiliates effective June 11, 2022. Mr. Frias has seven days after May 24, 2022 to revoke the agreement, which will not become effective until that revocation period ends.

May 25, 2022 8-K

Nucor 8-K Report, Material Agreement (May 23, 2022)

Nucor Corporation (NUE) disclosed in this Form 8-K, filed May 23, 2022, that it completed the sale of $1.0 billion in aggregate principal amount of senior unsecured notes. The offering consisted of $500,000,000 of 3.950% Notes due 2025 and $500,000,000 of 4.300% Notes due 2027, sold under an underwriting agreement dated May 18, 2022 with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters. The Company reported net proceeds, after expenses and the underwriting discount, of approximately $991.9 million. The Notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee, as supplemented by a fifth supplemental indenture dated May 23, 2022. The Notes are senior unsecured obligations ranking equally with the Company's existing and future senior unsecured debt, are effectively subordinated to secured debt to the extent of the collateral value, and are structurally subordinated to all liabilities of subsidiaries. The indenture limits the Company's and its Restricted Subsidiaries' ability to grant certain liens and to engage in certain sale and leaseback transactions. Interest is payable semi-annually on May 23 and November 23, beginning November 23, 2022. The Notes are redeemable at the Company's option before the par call dates (May 23, 2025 for the 2025 Notes and April 23, 2027 for the 2027 Notes) at a make-whole price, and at 100% of principal plus accrued interest thereafter. Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued and unpaid interest. The filing also notes that certain underwriters' affiliates participate in the Company's unsecured revolving credit facility and that U.S. Bancorp Investments, Inc., an underwriter, is affiliated with the trustee.

May 23, 2022 8-K

Material AgreementsRegulation FDExhibits & Filings

Nucor 8-K Report, Material Agreement (May 16, 2022)

Nucor Corporation (NYSE: NUE) entered into a definitive Stock Purchase Agreement dated May 11, 2022 with Arthur Holdings L.P. and Arthur Holdings Corp., affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., to acquire all outstanding capital stock of Holdings. Holdings, through its subsidiaries, manufactures and distributes overhead doors for residential and commercial markets, operating as C.H.I. Overhead Doors. The consideration is approximately $3.0 billion in cash payable at closing, subject to customary adjustments for working capital, transaction expenses, cash and cash equivalents, tax benefit amounts and indebtedness. A portion of the cash will be deposited into escrow and released after closing based on those adjustments. The acquisition is subject to customary closing conditions, including approval from applicable regulatory authorities, and Nucor obtained representations and warranties insurance. The May 16, 2022 news release filed as Exhibit 99.1 states the transaction is valued at $3.0 billion, represents approximately 13x C.H.I.'s estimated trailing twelve-month EBITDA at close, is expected to close in June or shortly thereafter, and is expected to be immediately accretive to earnings in its first year of ownership. The release describes C.H.I. as having approximately 800 teammates across two manufacturing plants in Arthur, Illinois, and Terre Haute, Indiana, and describes the overhead door market as a growing $5 billion market. Nucor states the senior management team of C.H.I. will continue to lead the company. Moelis & Company LLC served as financial advisor and Moore & Van Allen PLLC as legal counsel to Nucor. Nucor frames the deal as an extension of its strategy into construction and infrastructure-related businesses, following recent acquisitions in insulated metal panels and steel racking. Investors should note that the Item 7.01 information is furnished rather than filed under the Exchange Act.

May 16, 2022 8-K

Nucor 8-K Report, Shareholder Vote Results (May 16, 2022)

Nucor Corporation held its 2022 annual meeting of stockholders on May 12, 2022, and this Current Report on Form 8-K reports the voting results for the matters presented. Stockholders elected all eight director nominees, each to serve until the 2023 annual meeting or until a successor is duly elected and qualified. Among the nominees, Norma B. Clayton received 208,037,912 votes for and 1,706,065 withheld, while John H. Walker received 197,709,840 votes for and 12,034,137 withheld, the lowest support level shown among the nominees. Broker non-votes were 28,869,104 for each director election. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022, with 230,203,240 votes for, 8,129,147 against, and 280,694 abstentions. In addition, stockholders approved, on an advisory basis, the compensation of the named executive officers for 2021, with 198,694,001 votes for, 10,329,756 against, and 720,220 abstentions, and 28,869,104 broker non-votes. The filing states that each proposal is further described in the definitive proxy statement on Schedule 14A filed on March 25, 2022. For investors, the filing records the completion of routine governance matters, with all proposals approved. The filing itself does not discuss financial results, strategy, or other business developments.

May 16, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Nucor 8-K Report, Financial Results (Apr 21, 2022)

Nucor Corporation reported consolidated net earnings of $2.10 billion, or $7.67 per diluted share, for the first quarter of 2022 (quarter ended April 2, 2022), which the company describes as its most profitable first quarter in its history. This compares with $2.25 billion, or $7.97 per diluted share, in the fourth quarter of 2021 and $942.4 million, or $3.10 per diluted share, in the first quarter of 2021. Consolidated net sales were $10.49 billion, up 1% from the fourth quarter of 2021 and up 50% from the first quarter of 2021. Average sales price per ton rose 68% year over year, while shipments to outside customers fell 11% to 6,394,000 tons. Steel mill operating rates declined to 77% from 89% in the fourth quarter of 2021 and 95% in the first quarter of 2021. The company ended the quarter with $4.26 billion in cash, short-term investments and restricted cash, an undrawn $1.75 billion revolving credit facility, and credit ratings of Baa1/A- with stable outlooks from Moody's and S&P. During the quarter Nucor repurchased about 7.0 million shares at an average price of $128.45, and $2.94 billion remained under its share repurchase authorization. The board declared a $0.50 per share quarterly dividend payable May 11, 2022. Management expects the second quarter of 2022 to be the most profitable quarter in Nucor's history, citing stronger steel products, sheet and plate mill profitability, and higher raw materials selling prices.

Apr 21, 2022 8-K

Nucor 8-K Report, Material Agreement (Mar 11, 2022)

On March 11, 2022, Nucor Corporation completed the issuance and sale of $550 million aggregate principal amount of 3.125% Notes due 2032 and $550 million aggregate principal amount of 3.850% Notes due 2052, totaling $1.10 billion in new senior unsecured debt. The notes were issued under a base indenture dated August 19, 2014, as supplemented, with the Fourth Supplemental Indenture dated March 11, 2022 governing the new series, with U.S. Bank Trust Company, National Association serving as trustee. The notes rank equally with Nucor's existing and future senior unsecured indebtedness, are effectively subordinated to secured indebtedness to the extent of the value of collateral, and are structurally subordinated to all liabilities of Nucor's subsidiaries. The indenture limits Nucor and its Restricted Subsidiaries from securing indebtedness with liens on certain property or stock, and from certain sale and leaseback transactions on certain properties. There is no established trading market for either series, and Nucor does not intend to list them on an exchange. Interest is payable semi-annually on April 1 and October 1, beginning October 1, 2022. Both series may be redeemed at any time before their par call dates (January 1, 2032 for the 2032 Notes and October 1, 2051 for the 2052 Notes) at a make-whole price, and at 100% of principal plus accrued interest thereafter. Upon a Change of Control Triggering Event, holders may require repurchase at 101% of principal plus accrued and unpaid interest.

Mar 11, 2022 8-K

Material AgreementsExhibits & Filings

Nucor 8-K Report, Material Agreement (Mar 7, 2022)

Nucor Corporation entered into an underwriting agreement dated March 2, 2022 with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, for the sale of $550 million aggregate principal amount of its 3.125% Notes due 2032 and $550 million aggregate principal amount of its 3.850% Notes due 2052, for a total of $1.1 billion in notes. The Notes are being registered under the Company's Form S-3 (Registration No. 333-246166) filed August 14, 2020. The transaction is expected to close on or about March 11, 2022, with the Company expecting net proceeds of approximately $1,082.3 million after expenses and the underwriting discount. The filing states that the expected net proceeds are expected to be used to redeem the Company's 4.125% Notes due 2022 and 4.000% Notes due 2023, which some underwriters or their affiliates may own, so those underwriters or affiliates could receive a portion of the proceeds through those redemptions. Several underwriters' affiliates also participate in Nucor's unsecured revolving credit facility and have received or may receive customary fees, and U.S. Bancorp Investments, Inc., an underwriter, is affiliated with U.S. Bank Trust Company, National Association, the indenture trustee for the Notes. For investors, the key takeaway is a debt refinancing of roughly $1.1 billion in senior notes with maturities in 2032 and 2052, with the filing itself describing the purpose only as the redemption of the 2022 and 2023 notes. The underwriting agreement is filed as Exhibit 1.1, and the filing includes the Inline XBRL cover page as Exhibit 104.

Mar 7, 2022 8-K/A

Nucor 8-K/A Report, Executive Changes (Mar 4, 2022)

Nucor Corporation filed this Amendment No. 1 to its Current Report on Form 8-K, which amends the Original 8-K filed February 23, 2022. The amendment's stated purpose is to reflect, among other things, the election of Stephen D. Laxton as Chief Financial Officer, Treasurer and Executive Vice President, effective March 6, 2022. All other disclosure in the Original 8-K is stated to remain unchanged. Under Item 5.02, the Company and Mr. Laxton entered into an Executive Employment Agreement on March 4, 2022, effective March 6, 2022, which supersedes his prior agreement dated October 1, 2014. His annual base salary increases to $550,000 effective March 6, 2022. The agreement provides a non-compete benefit equal to one month of base salary per year of service (minimum six months), paid in 24 monthly installments following termination, with specified protections if he is under age 55 at termination and if he dies during the payment period. If his employment is involuntarily terminated or he resigns for Good Reason within 24 months of a change in control, the agreement instead provides a lump-sum non-compete benefit equal to 2.5 times a defined base amount, plus the value of restricted stock units that would have been granted in the year of termination, and continuation of medical, dental and prescription drug coverage for 30 months. The full agreement is filed as Exhibit 10.1.

Mar 4, 2022 8-K

Nucor 8-K Report, Executive Changes (Feb 23, 2022)

Nucor Corporation (NYSE: NUE) disclosed in this Form 8-K filed February 23, 2022 that its Chief Financial Officer, James D. Frias, will retire effective June 11, 2022. Frias notified the Board of Directors on February 21, 2022, and his retirement is voluntary and part of the company's succession planning. He will transition out of the CFO role effective March 6, 2022, serving as Executive Vice President and Special Advisor to the Chief Executive Officer until his retirement date. Stephen D. Laxton, currently Vice President of Business Development and Strategic Planning, was elected by the Board on February 21, 2022 to succeed Frias as Chief Financial Officer, Treasurer and Executive Vice President, effective March 6, 2022. Laxton's annual base salary will increase to $550,000. He will continue in the Senior Officers Annual Incentive Plan and Senior Officers Long-Term Incentive Plan, with awards for in-progress performance periods pro-rated for the salary increase, and will begin participating in the Supplemental Retirement Plan for Executive Officers. He will remain eligible for equity awards under the 2014 Omnibus Incentive Compensation Plan. Laxton has worked at Nucor since 2003. According to the accompanying news release (Exhibit 99.1), Frias's tenure as CFO was associated with record 2021 performance in earnings, revenue, steel shipments and safety, and with returning more than $10 billion to stockholders since 2010 through dividends and share repurchases. The release also states that the company maintained the strongest credit ratings in its industry and generated an average annual return on stockholders' equity of more than 13% over that period. Messrs. Frias and Laxton will work together over the coming months to manage the CFO transition.

Feb 23, 2022 8-K

Nucor 8-K Report, Financial Results (Jan 27, 2022)

Nucor Corporation reported record consolidated net earnings of $2.25 billion, or $7.97 per diluted share, for the fourth quarter of 2021, compared with $2.13 billion, or $7.28 per diluted share, in the third quarter of 2021 and $398.8 million, or $1.30 per diluted share, in the fourth quarter of 2020. For the full year 2021, net earnings attributable to Nucor stockholders were $6.83 billion, or $23.16 per diluted share, versus $721.5 million, or $2.36 per diluted share, in 2020. Consolidated net sales for 2021 were $36.48 billion, up from $20.14 billion in 2020, and the average sales price per ton rose 64%. Steel mills, steel products and raw materials segments all posted substantially higher pre-tax earnings for the year, with steel mills contributing $9.74 billion of the $9.20 billion consolidated pre-tax earnings total after corporate/eliminations. Nucor ended 2021 with $2.76 billion in cash, short-term investments and restricted cash, and its $1.75 billion revolving credit facility undrawn and maturing in November 2026. The company repurchased 33.8 million shares in 2021 at an average price of $96.92 and returned approximately $3.76 billion to stockholders through buybacks and dividends. On December 2, 2021, the Board authorized a new repurchase program of up to $4.00 billion, with approximately $3.8 billion remaining as of year-end, and declared a $0.50 per share quarterly dividend payable February 11, 2022. For the first quarter of 2022, management expects consolidated net earnings attributable to Nucor stockholders to be slightly lower than the fourth quarter's record results, with diluted EPS benefiting from fewer weighted average shares. Steel mill earnings are expected to decline on lower sheet mill profitability, while steel products margins are expected to expand as backlog pricing reflects higher steel costs. Raw materials earnings are expected to improve slightly. Management stated that end-use market demand remains strong and that it expects 2022 to be another year of strong profitability.

Jan 27, 2022 8-K

Nucor 8-K Report, Financial Results (Oct 21, 2021)

Nucor Corporation reported record quarterly results for the third quarter ended October 2, 2021, with consolidated net earnings of $2.13 billion, or $7.28 per diluted share, compared with $1.51 billion, or $5.04 per diluted share, in the second quarter of 2021 and $193.4 million, or $0.63 per diluted share, in the third quarter of 2020. Consolidated net sales rose 17% sequentially to $10.31 billion, and average sales price per ton increased 22% from the second quarter. Earnings before income taxes and noncontrolling interests were $2.87 billion, with the steel mills and steel products segments each setting quarterly records. Nine-month net earnings were $4.58 billion, or $15.34 per diluted share. Capital return and balance sheet highlights include approximately 8.2 million shares repurchased in the quarter at an average price of $104.60, about $1.9 billion remaining under the newly authorized repurchase program, and a quarterly cash dividend of $0.405 per share payable November 10, 2021. At quarter end, Nucor reported $2.29 billion in cash, short-term investments and restricted cash, and its $1.50 billion revolving credit facility remained undrawn. Nine-month cash provided by operating activities was $3.62 billion, while acquisitions totaled $1.35 billion. Management expects continued strong results in the fourth quarter of 2021, potentially exceeding the third quarter's net earnings record. It anticipates higher steel mills profitability driven by sheet and plate mills and higher steel products profitability, while raw materials segment earnings are expected to decrease due primarily to margin compression at its direct reduced iron facilities. Management states that demand remains robust across most end-use markets and expects this to continue well into 2022.

Oct 21, 2021 8-K

Nucor 8-K Report, Executive Changes (Aug 12, 2021)

Nucor Corporation (NYSE: NUE) filed this Current Report on Form 8-K to disclose that its Board of Directors elected Norma B. Clayton as a director on August 11, 2021, effective September 1, 2021. Her term expires at the Company's 2022 annual meeting of stockholders. Upon her election, she was appointed to the Audit Committee, the Compensation and Executive Development Committee, and the Governance and Nominating Committee. The filing states there are no arrangements or understandings under which she was selected, no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K, and that she has never served as an officer or employee of the Company. She will receive standard non-employee director compensation, as described in the Company's March 26, 2021 proxy statement. The announcement is a governance update rather than a financial disclosure. The filing contains no financial results, guidance, or operational metrics. The accompanying news release (Exhibit 99.1) provides Ms. Clayton's background, including her prior role as Vice President for Learning, Training and Development at The Boeing Company, from which she retired in March 2016, and her current service as Chair of the Board of Trustees of Tuskegee University. Nucor's President and CEO Leon J. Topalian and Non-Executive Chairman John H. Walker both commented on the appointment in that release. For investors, the significance is limited to board composition. The addition of a director with extensive experience in business management, manufacturing operations, and supply chain, who joins three board committees immediately, may be relevant to governance-focused investors. The filing does not indicate any change in the Company's financial position or outlook.

Aug 12, 2021 8-K