--- ticker: NUE company: Nucor Corporation filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 64 risks_removed: 0 risks_modified: 0 risks_unchanged: 0 source: SEC EDGAR url: https://riskdiff.com/nue/2026-vs-2025/ markdown_url: https://riskdiff.com/nue/2026-vs-2025/index.md generated: 2026-06-01 --- # Nucor Corporation: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 64 | | Risks removed | 0 | | Risks modified | 0 | | Unchanged | 0 | --- ## New in Current Filing: Our industry is cyclical and both recessions and prolonged periods of slow economic growth may negatively affect our business, results of operations, financial condition and cash flows. Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical industries, such as the construction, energy, metals service centers, appliance and automotive industries. As a result, downturns in the U.S. economy or any of these industries could materially adversely affect our results of operations, financial condition and cash flows. We are unable to predict the duration of current economic conditions or the magnitude or timing of changes in economic activity. Future economic downturns, prolonged slow growth or stagnation in the economy, a sector-specific slowdown in one of our key end-use markets, such as nonresidential construction, or changes in inflation could materially adversely affect our business, results of operations, financial condition and cash flows, especially in light of the capital-intensive nature of our business. --- ## New in Current Filing: Competition from other steel producers, imports or alternative materials may negatively affect our business, results of operations, financial condition and cash flows. We face ongoing competition from other steel producers and imports that compete with our products on price, quality and service. The markets for our products are highly competitive and a number of firms, domestic and foreign, participate in the steel, steel products and raw materials markets. Depending on a variety of factors, including the cost and availability of raw materials, energy, technology, labor, transportation and capital costs, currency exchange rates, government subsidies of foreign steel producers and other global political and economic factors, our business may be materially adversely affected by more intense competitive forces. In many applications, steel competes with other materials, such as concrete, aluminum, plastics, composites and wood. Increased use or availability of these materials in substitution for steel products could have a material adverse effect on prices and demand for our steel products. 19 19 Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements.Our business requires substantial expenditures for routine maintenance and to remain competitive. For the three-year period ended December 31, 2025, our total capital expenditures were approximately $8.90 billion. In the last three years we announced various substantial capital projects that we expect will increase production capacity, increase the efficiency of our operations and enhance our product offerings. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internally generated funds, short-term commercial paper issuances, offerings of our debt securities or from borrowings under our $2.25 billion unsecured revolving credit facility, we cannot guarantee that this will be the case. Additional acquisitions, increases in interest rates or unforeseen events could require financing from additional sources.Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions which may negatively affect our business, results of operations, financial condition and cash flows.Our steel mills are large consumers of electricity and natural gas. In addition, our DRI facilities are also large consumers of natural gas. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity and natural gas can be volatile. They are often affected by weather, political, regulatory and economic factors beyond our control, and we may be unable to raise the price of our products to offset increased energy costs. Disruptions, including physical or information systems related issues, that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs that are not similarly applicable to our competitors' operations could materially adversely affect our business, results of operations, financial condition and cash flows.Our business and results of operations may be negatively affected by volatility in steel prices and the cost and availability of raw materials, particularly scrap steel.We rely to an extent on outside vendors to supply us with key consumables such as graphite electrodes, alloys and other raw materials, including both scrap and scrap substitutes (e.g., prime scrap, pig iron and DRI) that are critical to the manufacture of our steel products. The raw material required to produce DRI is pelletized iron ore. Although we have vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also by acquiring our scrap processing and brokerage operations, DJJ, in 2008, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United States and internationally. Although we believe that the supply of scrap and scrap substitutes will remain adequate to operate our facilities, prices of these critical raw materials are volatile and are influenced by changes in scrap exports in response to changes in the scrap, scrap substitutes and iron ore demands of our global competitors, as well as volatility in currency rates and political conditions.At any given time, we may be unable to obtain an adequate supply of these critical raw materials with price and other terms acceptable to us. The availability and prices of raw materials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, war and other forms of armed conflict or political instability, changes in exchange rates, worldwide price fluctuations, including due to global political and economic factors, changes in governmental, business and consumer spending, inflation, increases in interest rates, labor shortages, and the availability and cost of transportation. Many countries that export steel into our markets restrict the export of scrap, protecting the supply chain of some foreign competitors. This trade practice creates an artificial competitive advantage for foreign producers that could limit our ability to compete in the U.S. market.If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer --- ## New in Current Filing: Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements. Our business requires substantial expenditures for routine maintenance and to remain competitive. For the three-year period ended December 31, 2025, our total capital expenditures were approximately $8.90 billion. In the last three years we announced various substantial capital projects that we expect will increase production capacity, increase the efficiency of our operations and enhance our product offerings. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internally generated funds, short-term commercial paper issuances, offerings of our debt securities or from borrowings under our $2.25 billion unsecured revolving credit facility, we cannot guarantee that this will be the case. Additional acquisitions, increases in interest rates or unforeseen events could require financing from additional sources. --- ## New in Current Filing: Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions which may negatively affect our business, results of operations, financial condition and cash flows. Our steel mills are large consumers of electricity and natural gas. In addition, our DRI facilities are also large consumers of natural gas. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity and natural gas can be volatile. They are often affected by weather, political, regulatory and economic factors beyond our control, and we may be unable to raise the price of our products to offset increased energy costs. Disruptions, including physical or information systems related issues, that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs that are not similarly applicable to our competitors' operations could materially adversely affect our business, results of operations, financial condition and cash flows. --- ## New in Current Filing: Our business and results of operations may be negatively affected by volatility in steel prices and the cost and availability of raw materials, particularly scrap steel. We rely to an extent on outside vendors to supply us with key consumables such as graphite electrodes, alloys and other raw materials, including both scrap and scrap substitutes (e.g., prime scrap, pig iron and DRI) that are critical to the manufacture of our steel products. The raw material required to produce DRI is pelletized iron ore. Although we have vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also by acquiring our scrap processing and brokerage operations, DJJ, in 2008, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United States and internationally. Although we believe that the supply of scrap and scrap substitutes will remain adequate to operate our facilities, prices of these critical raw materials are volatile and are influenced by changes in scrap exports in response to changes in the scrap, scrap substitutes and iron ore demands of our global competitors, as well as volatility in currency rates and political conditions. At any given time, we may be unable to obtain an adequate supply of these critical raw materials with price and other terms acceptable to us. The availability and prices of raw materials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, war and other forms of armed conflict or political instability, changes in exchange rates, worldwide price fluctuations, including due to global political and economic factors, changes in governmental, business and consumer spending, inflation, increases in interest rates, labor shortages, and the availability and cost of transportation. Many countries that export steel into our markets restrict the export of scrap, protecting the supply chain of some foreign competitors. This trade practice creates an artificial competitive advantage for foreign producers that could limit our ability to compete in the U.S. market. If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer 20 20 orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials or pass along increased transportation costs. Also, if we are unable to obtain adequate, cost-effective and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, experience margin compressions or suffer harm to our reputation and customer relationships, any of which may negatively affect our business, results of operations, financial condition and cash flows. Our steelmaking processes, our DRI processes, and the manufacturing processes of many of our suppliers, customers and competitors are energy intensive and generate carbon dioxide and other GHGs. The regulation of these GHGs may negatively affect our business, results of operations, financial condition and cash flows. Our operations are subject to numerous federal, state and local laws and regulations relating to the protection of the environment, and, accordingly, we make provision in our financial statements for the estimated costs of compliance. There are inherent uncertainties in these estimates. Most notably, the uncertainty of policies, enforcement priorities, legislation and international regulations related to climate change mitigation strategies pose the greatest risk.As a carbon steel producer, Nucor could be increasingly affected both directly and indirectly by new or changing carbon policy decisions and mandates. Carbon is an essential raw material in Nucor's steel production processes. Furthermore, Nucor steel mills use significant amounts of electricity as 100% of our mills utilize EAF technology for our steel melting operations and the decarbonization of electricity generation may lead to high power costs and uncertainty in reliability. Significant changes to the regional power grids serving our steel mills and/or new rulemaking or legislation affecting the operation of these power grids may negatively affect our business, results of operations, financial condition and cash flows.Environmental regulation compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position.We incur significant costs to achieve and maintain compliance with environmental regulations and remediation obligations. The principal federal environmental laws include the CAA, which regulates air emissions; the CWA which regulates water withdrawals and discharges; the RCRA, which addresses solid and hazardous waste treatment, storage and disposal; and the CERCLA, which governs releases of hazardous substances, and remediation of contaminated sites. Our operations are also subject to state and local environmental laws and regulations. In addition to the above-mentioned statutes, revisions to National Ambient Air Quality Standards ("NAAQS"), including the implementation actions/decisions of environmental agencies, could make it significantly more difficult to obtain construction permits and permits to expand existing operations. Resulting cancellations, delays or unanticipated costs to these projects could negatively impact our ability to generate expected returns on our investments. Emission reductions for existing operations due to a NAAQS revision may also be required. These regulations can also increase our cost of energy, primarily electricity, which we use extensively in the steelmaking process. We may in the future incur substantially increased costs complying with such regulations, particularly if federal regulatory agencies were to change their enforcement posture with respect to such regulations.Emerging customer preferences for greater product transparency and less GHG intensive materials may put us at a competitive disadvantage as a carbon steel producer.The federal government and numerous states are considering establishing, or have already established, requirements for Environmental Product Declarations ("EPDs") so that consumers may more readily evaluate the environmental impacts of products. California has enacted the "Buy Clean California Act" and California has also established Global Warming Potential benchmarks through EPDs for certain materials, including certain steel products. EPD legislation has caused Nucor to incur additional costs and orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials or pass along increased transportation costs. Also, if we are unable to obtain adequate, cost-effective and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, experience margin compressions or suffer harm to our reputation and customer relationships, any of which may negatively affect our business, results of operations, financial condition and cash flows. --- ## New in Current Filing: Our steelmaking processes, our DRI processes, and the manufacturing processes of many of our suppliers, customers and competitors are energy intensive and generate carbon dioxide and other GHGs. The regulation of these GHGs may negatively affect our business, results of operations, financial condition and cash flows. Our operations are subject to numerous federal, state and local laws and regulations relating to the protection of the environment, and, accordingly, we make provision in our financial statements for the estimated costs of compliance. There are inherent uncertainties in these estimates. Most notably, the uncertainty of policies, enforcement priorities, legislation and international regulations related to climate change mitigation strategies pose the greatest risk. As a carbon steel producer, Nucor could be increasingly affected both directly and indirectly by new or changing carbon policy decisions and mandates. Carbon is an essential raw material in Nucor's steel production processes. Furthermore, Nucor steel mills use significant amounts of electricity as 100% of our mills utilize EAF technology for our steel melting operations and the decarbonization of electricity generation may lead to high power costs and uncertainty in reliability. Significant changes to the regional power grids serving our steel mills and/or new rulemaking or legislation affecting the operation of these power grids may negatively affect our business, results of operations, financial condition and cash flows. --- ## New in Current Filing: Environmental regulation compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position. We incur significant costs to achieve and maintain compliance with environmental regulations and remediation obligations. The principal federal environmental laws include the CAA, which regulates air emissions; the CWA which regulates water withdrawals and discharges; the RCRA, which addresses solid and hazardous waste treatment, storage and disposal; and the CERCLA, which governs releases of hazardous substances, and remediation of contaminated sites. Our operations are also subject to state and local environmental laws and regulations. In addition to the above-mentioned statutes, revisions to National Ambient Air Quality Standards ("NAAQS"), including the implementation actions/decisions of environmental agencies, could make it significantly more difficult to obtain construction permits and permits to expand existing operations. Resulting cancellations, delays or unanticipated costs to these projects could negatively impact our ability to generate expected returns on our investments. Emission reductions for existing operations due to a NAAQS revision may also be required. These regulations can also increase our cost of energy, primarily electricity, which we use extensively in the steelmaking process. We may in the future incur substantially increased costs complying with such regulations, particularly if federal regulatory agencies were to change their enforcement posture with respect to such regulations. --- ## New in Current Filing: Emerging customer preferences for greater product transparency and less GHG intensive materials may put us at a competitive disadvantage as a carbon steel producer. The federal government and numerous states are considering establishing, or have already established, requirements for Environmental Product Declarations ("EPDs") so that consumers may more readily evaluate the environmental impacts of products. California has enacted the "Buy Clean California Act" and California has also established Global Warming Potential benchmarks through EPDs for certain materials, including certain steel products. EPD legislation has caused Nucor to incur additional costs and 21 21 has the potential to put Nucor and its customers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate and track products produced by foreign producers.General Risk FactorsWe are subject to information technology and cybersecurity threats which could have an adverse effect on our business and results of operations.We utilize various information technology systems to efficiently address business functions ranging from the operation of our production equipment to administrative computation to the storage of data such as intellectual property and proprietary business information. We also utilize third-party service providers for certain information technology services that are important to our operations. We continuously evaluate our cybersecurity systems and practices, assess potential threats, and improve our information technology networks, policies and procedures to address potential vulnerabilities. Despite efforts to assure secure and uninterrupted operations, threats from increasingly sophisticated cyberattacks or system failures could result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers. These risks could result in disclosure or destruction of key proprietary information or personal data or reputational damage, theft of assets or trade secrets, or could adversely affect our ability to physically produce or transport steel, resulting in lost revenues, as well as delays in reporting our financial results. We also could be required to spend significant financial and other resources to remedy the damage caused by a cybersecurity breach, including to repair or replace networks and information technology systems. We may also contend with potential liability for stolen information, increased cybersecurity protection costs, litigation expense and increased insurance premiums.Our operations are subject to business interruptions and casualty losses.The steelmaking business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, natural disasters such as floods, hurricanes or earthquakes, critical equipment failures, acts of terrorism, inclement weather and transportation interruptions. Nucor maintains property insurance for these types of losses but self-insures a significant portion of the program. Therefore, while our insurance coverage could offset a portion of the losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent that any such losses are not covered by our insurance, or that there are significant delays in resolving our claims with our insurance providers.We acquire businesses and enter into joint ventures from time to time and we may encounter difficulties in integrating businesses we acquire.We plan to continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that strengthen Nucor. Realizing the anticipated benefits of acquisitions or other transactions will depend on our ability to operate these businesses and integrate them with our operations, effectively identify and manage risks, and cooperate with our strategic partners. Our business, results of operations, financial condition and cash flows could be materially adversely affected if we are unable to successfully integrate these businesses or otherwise fail to realize the anticipated benefits of acquisitions or other transactions.Risks associated with operating in international markets may negatively affect our business, results of operations, financial condition and cash flows.Certain of our businesses and investments are located outside of the United States, in Canada, Mexico and in emerging markets. There are a number of risks inherent in doing business in or sourcing raw materials from such markets. These risks include, but are not limited to: unfavorable political or economic factors; local labor and social issues; changes in regulatory requirements; fluctuations in foreign currency exchange rates, interest rates and inflation; and complex foreign laws, treaties including tax laws, and the Foreign Corrupt Practices Act of 1977. These risks could restrict our ability to operate has the potential to put Nucor and its customers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate and track products produced by foreign producers. General Risk Factors --- ## New in Current Filing: We are subject to information technology and cybersecurity threats which could have an adverse effect on our business and results of operations. We utilize various information technology systems to efficiently address business functions ranging from the operation of our production equipment to administrative computation to the storage of data such as intellectual property and proprietary business information. We also utilize third-party service providers for certain information technology services that are important to our operations. We continuously evaluate our cybersecurity systems and practices, assess potential threats, and improve our information technology networks, policies and procedures to address potential vulnerabilities. Despite efforts to assure secure and uninterrupted operations, threats from increasingly sophisticated cyberattacks or system failures could result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers. These risks could result in disclosure or destruction of key proprietary information or personal data or reputational damage, theft of assets or trade secrets, or could adversely affect our ability to physically produce or transport steel, resulting in lost revenues, as well as delays in reporting our financial results. We also could be required to spend significant financial and other resources to remedy the damage caused by a cybersecurity breach, including to repair or replace networks and information technology systems. We may also contend with potential liability for stolen information, increased cybersecurity protection costs, litigation expense and increased insurance premiums. --- ## New in Current Filing: Our operations are subject to business interruptions and casualty losses. The steelmaking business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, natural disasters such as floods, hurricanes or earthquakes, critical equipment failures, acts of terrorism, inclement weather and transportation interruptions. Nucor maintains property insurance for these types of losses but self-insures a significant portion of the program. Therefore, while our insurance coverage could offset a portion of the losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent that any such losses are not covered by our insurance, or that there are significant delays in resolving our claims with our insurance providers. --- ## New in Current Filing: We acquire businesses and enter into joint ventures from time to time and we may encounter difficulties in integrating businesses we acquire. We plan to continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that strengthen Nucor. Realizing the anticipated benefits of acquisitions or other transactions will depend on our ability to operate these businesses and integrate them with our operations, effectively identify and manage risks, and cooperate with our strategic partners. Our business, results of operations, financial condition and cash flows could be materially adversely affected if we are unable to successfully integrate these businesses or otherwise fail to realize the anticipated benefits of acquisitions or other transactions. --- ## New in Current Filing: Risks associated with operating in international markets may negatively affect our business, results of operations, financial condition and cash flows. Certain of our businesses and investments are located outside of the United States, in Canada, Mexico and in emerging markets. There are a number of risks inherent in doing business in or sourcing raw materials from such markets. These risks include, but are not limited to: unfavorable political or economic factors; local labor and social issues; changes in regulatory requirements; fluctuations in foreign currency exchange rates, interest rates and inflation; and complex foreign laws, treaties including tax laws, and the Foreign Corrupt Practices Act of 1977. These risks could restrict our ability to operate 22 22 our international businesses profitably and therefore have a negative impact on our results of operations and financial condition. In addition, our reported results of operations and financial position could also be negatively affected by exchange rates when the activities and balances of our foreign operations are translated into U.S. dollars for financial reporting purposes.Pandemics, epidemics and other public health emergencies in the future, could have a material adverse effect on our business, results of operations, financial condition and cash flows.Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies. A pandemic or any similar event may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins or impact demand for our steel products, including as a result of preventative and precautionary measures that we, other businesses and governments have taken or may take in the future. In addition, the ability of our teammates and our suppliers' and customers' teammates to work may be significantly impacted by these types of public health emergencies. Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to these types of public health emergencies can cause and increase the risk of delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies, as well as changes in the prices and availability of labor and equipment for capital projects.The accounting treatment of equity method investments, goodwill and other long-lived assets could result in future asset impairments, which would reduce our earnings.We periodically test our equity method investments, goodwill and other long-lived assets to determine whether their estimated fair value is less than their value recorded on our balance sheet. The results of this testing for potential impairment may be adversely affected by uncertain market conditions for the global steel industry, as well as changes in interest rates, commodity prices and general economic conditions. If we determine that the fair value of any of these assets is less than the value recorded on our balance sheet, and, in the case of equity method investments the decline is other than temporary, we would likely incur a non-cash impairment loss that would negatively impact our results of operations.Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities may negatively affect our business, results of operations, financial conditions and cash flows.The steel industry and our business are sensitive to changes in taxes. As a company based in the United States, Nucor is more exposed to the effects of changes in U.S. tax laws than some of our major competitors. Our provision for income taxes and cash tax liability in the future could be adversely affected by changes in U.S. tax laws.Nucor recognizes the effect of income tax positions only if those positions are believed to be more likely than not of being sustained. We cannot predict whether taxing authorities will conduct an audit challenging any of our tax positions and there can be no assurance as to the outcome of any challenges. If we are unsuccessful in any of these matters, we may be required to pay taxes for prior periods, interest, fines or penalties. our international businesses profitably and therefore have a negative impact on our results of operations and financial condition. In addition, our reported results of operations and financial position could also be negatively affected by exchange rates when the activities and balances of our foreign operations are translated into U.S. dollars for financial reporting purposes. --- ## New in Current Filing: Pandemics, epidemics and other public health emergencies in the future, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies. A pandemic or any similar event may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins or impact demand for our steel products, including as a result of preventative and precautionary measures that we, other businesses and governments have taken or may take in the future. In addition, the ability of our teammates and our suppliers' and customers' teammates to work may be significantly impacted by these types of public health emergencies. Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to these types of public health emergencies can cause and increase the risk of delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies, as well as changes in the prices and availability of labor and equipment for capital projects. --- ## New in Current Filing: The accounting treatment of equity method investments, goodwill and other long-lived assets could result in future asset impairments, which would reduce our earnings. We periodically test our equity method investments, goodwill and other long-lived assets to determine whether their estimated fair value is less than their value recorded on our balance sheet. The results of this testing for potential impairment may be adversely affected by uncertain market conditions for the global steel industry, as well as changes in interest rates, commodity prices and general economic conditions. If we determine that the fair value of any of these assets is less than the value recorded on our balance sheet, and, in the case of equity method investments the decline is other than temporary, we would likely incur a non-cash impairment loss that would negatively impact our results of operations. --- ## New in Current Filing: Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities may negatively affect our business, results of operations, financial conditions and cash flows. The steel industry and our business are sensitive to changes in taxes. As a company based in the United States, Nucor is more exposed to the effects of changes in U.S. tax laws than some of our major competitors. Our provision for income taxes and cash tax liability in the future could be adversely affected by changes in U.S. tax laws. Nucor recognizes the effect of income tax positions only if those positions are believed to be more likely than not of being sustained. We cannot predict whether taxing authorities will conduct an audit challenging any of our tax positions and there can be no assurance as to the outcome of any challenges. If we are unsuccessful in any of these matters, we may be required to pay taxes for prior periods, interest, fines or penalties. 23 23 We are subject to legal proceedings and legal compliance risks.We spend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other legal standards. Notwithstanding this, we are subject to a variety of legal proceedings and legal compliance risks in respect of various issues, including regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade and governmental matters that arise in the course of our business and in our industry. For information regarding our current significant legal proceedings, see "Item 3. Legal Proceedings." A negative outcome in an unusual or significant legal proceeding or compliance investigation could adversely affect our results of operations and financial condition. While we believe that we have adopted appropriate risk management and compliance programs, the nature of our operations means that legal compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time.Item 1B. Unresolved Staff Comments.None.Item 1C. Cybersecurity.Nucor recognizes the importance of developing, implementing, and maintaining effective cybersecurity measures designed to protect our information systems and the confidentiality, integrity, and availability of our data. We face a number of information technology and cybersecurity threats which could have an adverse effect on our business and results of operations. Notwithstanding the Company's cybersecurity framework and preventative strategies, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See "Item 1A. Risk Factors" for a discussion of cybersecurity risks. Risk Management and StrategyOverviewWe have developed and implemented a cybersecurity risk management program that is intended to enable us to assess, identify, and manage risk associated with cybersecurity threats. Our program is based on the Cybersecurity Framework promulgated by the National Institute of Standards and Technology and other applicable industry standards, and includes the following key elements: •identification and assessment of cybersecurity threats based on internal and external assessments and monitoring, information from internal stakeholders, and external publications and resources such as those made available by the United States Cybersecurity and Infrastructure Security Agency;•technical and organizational safeguards designed to protect against identified threats, including documented policies and procedures, technical controls, and employee education and awareness;•processes to detect the occurrence of cybersecurity events, and maintenance and regular testing of incident response and recovery and business continuity plans and processes; and •a third-party risk management process to manage cybersecurity risks associated with our service providers, suppliers, and vendors. The program is designed to foster a culture of cybersecurity risk management across the Company. --- ## New in Current Filing: We are subject to legal proceedings and legal compliance risks. We spend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other legal standards. Notwithstanding this, we are subject to a variety of legal proceedings and legal compliance risks in respect of various issues, including regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade and governmental matters that arise in the course of our business and in our industry. For information regarding our current significant legal proceedings, see "Item 3. Legal Proceedings." A negative outcome in an unusual or significant legal proceeding or compliance investigation could adversely affect our results of operations and financial condition. While we believe that we have adopted appropriate risk management and compliance programs, the nature of our operations means that legal compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time. Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity.Nucor recognizes the importance of developing, implementing, and maintaining effective cybersecurity measures designed to protect our information systems and the confidentiality, integrity, and availability of our data. We face a number of information technology and cybersecurity threats which could have an adverse effect on our business and results of operations. Notwithstanding the Company's cybersecurity framework and preventative strategies, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See "Item 1A. Risk Factors" for a discussion of cybersecurity risks. Risk Management and StrategyOverviewWe have developed and implemented a cybersecurity risk management program that is intended to enable us to assess, identify, and manage risk associated with cybersecurity threats. Our program is based on the Cybersecurity Framework promulgated by the National Institute of Standards and Technology and other applicable industry standards, and includes the following key elements: •identification and assessment of cybersecurity threats based on internal and external assessments and monitoring, information from internal stakeholders, and external publications and resources such as those made available by the United States Cybersecurity and Infrastructure Security Agency;•technical and organizational safeguards designed to protect against identified threats, including documented policies and procedures, technical controls, and employee education and awareness;•processes to detect the occurrence of cybersecurity events, and maintenance and regular testing of incident response and recovery and business continuity plans and processes; and •a third-party risk management process to manage cybersecurity risks associated with our service providers, suppliers, and vendors. The program is designed to foster a culture of cybersecurity risk management across the Company. Item 1C. Cybersecurity. Nucor recognizes the importance of developing, implementing, and maintaining effective cybersecurity measures designed to protect our information systems and the confidentiality, integrity, and availability of our data. We face a number of information technology and cybersecurity threats which could have an adverse effect on our business and results of operations. Notwithstanding the Company's cybersecurity framework and preventative strategies, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See "Item 1A. Risk Factors" for a discussion of cybersecurity risks. --- ## New in Current Filing: Risk Management and Strategy Overview We have developed and implemented a cybersecurity risk management program that is intended to enable us to assess, identify, and manage risk associated with cybersecurity threats. Our program is based on the Cybersecurity Framework promulgated by the National Institute of Standards and Technology and other applicable industry standards, and includes the following key elements: •identification and assessment of cybersecurity threats based on internal and external assessments and monitoring, information from internal stakeholders, and external publications and resources such as those made available by the United States Cybersecurity and Infrastructure Security Agency; identification and assessment of cybersecurity threats based on internal and external assessments and monitoring, information from internal stakeholders, and external publications and resources such as those made available by the United States Cybersecurity and Infrastructure Security Agency; •technical and organizational safeguards designed to protect against identified threats, including documented policies and procedures, technical controls, and employee education and awareness; technical and organizational safeguards designed to protect against identified threats, including documented policies and procedures, technical controls, and employee education and awareness; •processes to detect the occurrence of cybersecurity events, and maintenance and regular testing of incident response and recovery and business continuity plans and processes; and processes to detect the occurrence of cybersecurity events, and maintenance and regular testing of incident response and recovery and business continuity plans and processes; and •a third-party risk management process to manage cybersecurity risks associated with our service providers, suppliers, and vendors. a third-party risk management process to manage cybersecurity risks associated with our service providers, suppliers, and vendors. The program is designed to foster a culture of cybersecurity risk management across the Company. 24 24 Integrated Overall Risk ManagementAssessing, identifying, and managing cybersecurity-related risks is integrated into our overall risk management framework. The Company conducts an annual cybersecurity risk assessment and reports the most significant risks and associated planned mitigation strategies to the Audit Committee of the Board of Directors. The annual risk assessment is carried out under the supervision of the Executive Vice President of Business Services, the President of Corporate Legal Affairs and General Counsel, the President of Nucor Business Technology, the Cybersecurity Director, and the Vice President and Corporate Controller. See "Governance" below. The Board also regularly receives focused presentations regarding cybersecurity risks from the Company's Cybersecurity Director. Third-Party EngagementDue to the complexity and ever-changing nature of cybersecurity threats, Nucor engages a range of external experts to assist in its assessment, identification, and management of risks from cybersecurity threats. These include cybersecurity assessors, forensic and incident response experts, and auditors to review the Company's cybersecurity posture and responsive efforts. Our relationships with these external partners enable us to leverage their expertise with the goal of maintaining best practices. Oversight of Third-Party RisksOur third-party service providers, suppliers, and vendors face their own risks from cybersecurity threats that could impact Nucor in certain circumstances. In response, we have implemented processes for overseeing and managing these risks. Those processes include limiting the exposure of our information systems to external systems to the least practicable amount, assessing the third parties' information security practices before allowing them to access our information systems or data, requiring the third parties to implement appropriate cybersecurity controls in our agreements with them, and conducting ongoing monitoring of their compliance with those requirements. We also utilize third-party risk and compliance monitoring services to monitor our service providers, suppliers, and vendors and to augment the effectiveness of our risk mitigation efforts in this area.Risks from Cybersecurity ThreatsAs of the date of this report, no risks from cybersecurity threats, including as a result of cybersecurity incidents we have experienced in the past, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.GovernanceThe Company seeks to ensure effective governance in managing risks associated with cybersecurity threats, as more thoroughly described below.Board of Directors OversightThe Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats. The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology. See "Integrated Overall Risk Management" above.Management's Role in Cybersecurity Risk ManagementA division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company's information technology needs, including cybersecurity risk assessment and management. NBT's cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Executive Vice President of Strategy, the President and Chief Operating Officer Integrated Overall Risk ManagementAssessing, identifying, and managing cybersecurity-related risks is integrated into our overall risk management framework. The Company conducts an annual cybersecurity risk assessment and reports the most significant risks and associated planned mitigation strategies to the Audit Committee of the Board of Directors. The annual risk assessment is carried out under the supervision of the Executive Vice President of Business Services, the President of Corporate Legal Affairs and General Counsel, the President of Nucor Business Technology, the Cybersecurity Director, and the Vice President and Corporate Controller. See "Governance" below. The Board also regularly receives focused presentations regarding cybersecurity risks from the Company's Cybersecurity Director. Third-Party EngagementDue to the complexity and ever-changing nature of cybersecurity threats, Nucor engages a range of external experts to assist in its assessment, identification, and management of risks from cybersecurity threats. These include cybersecurity assessors, forensic and incident response experts, and auditors to review the Company's cybersecurity posture and responsive efforts. Our relationships with these external partners enable us to leverage their expertise with the goal of maintaining best practices. Oversight of Third-Party RisksOur third-party service providers, suppliers, and vendors face their own risks from cybersecurity threats that could impact Nucor in certain circumstances. In response, we have implemented processes for overseeing and managing these risks. Those processes include limiting the exposure of our information systems to external systems to the least practicable amount, assessing the third parties' information security practices before allowing them to access our information systems or data, requiring the third parties to implement appropriate cybersecurity controls in our agreements with them, and conducting ongoing monitoring of their compliance with those requirements. We also utilize third-party risk and compliance monitoring services to monitor our service providers, suppliers, and vendors and to augment the effectiveness of our risk mitigation efforts in this area.Risks from Cybersecurity ThreatsAs of the date of this report, no risks from cybersecurity threats, including as a result of cybersecurity incidents we have experienced in the past, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.GovernanceThe Company seeks to ensure effective governance in managing risks associated with cybersecurity threats, as more thoroughly described below.Board of Directors OversightThe Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats. The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology. See "Integrated Overall Risk Management" above.Management's Role in Cybersecurity Risk ManagementA division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company's information technology needs, including cybersecurity risk assessment and management. NBT's cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Executive Vice President of Strategy, the President and Chief Operating Officer Integrated Overall Risk Management Assessing, identifying, and managing cybersecurity-related risks is integrated into our overall risk management framework. The Company conducts an annual cybersecurity risk assessment and reports the most significant risks and associated planned mitigation strategies to the Audit Committee of the Board of Directors. The annual risk assessment is carried out under the supervision of the Executive Vice President of Business Services, the President of Corporate Legal Affairs and General Counsel, the President of Nucor Business Technology, the Cybersecurity Director, and the Vice President and Corporate Controller. See "Governance" below. The Board also regularly receives focused presentations regarding cybersecurity risks from the Company's Cybersecurity Director. Assessing, identifying, and managing cybersecurity-related risks is integrated integrated into our overall risk management framework. Third-Party Engagement Due to the complexity and ever-changing nature of cybersecurity threats, Nucor engages a range of external experts to assist in its assessment, identification, and management of risks from cybersecurity threats. These include cybersecurity assessors, forensic and incident response experts, and auditors to review the Company's cybersecurity posture and responsive efforts. Our relationships with these external partners enable us to leverage their expertise with the goal of maintaining best practices. Due to the complexity and ever-changing nature of cybersecurity threats, Nucor engages a range of external experts engages a range of external experts to assist in its assessment, identification, and management of risks from cybersecurity threats. These include cybersecurity assessors, forensic and incident response experts, and auditors to review the Company's cybersecurity posture and responsive efforts. Our relationships with these external partners enable us to leverage their expertise with the goal of maintaining best practices. Oversight of Third-Party RisksOur third-party service providers, suppliers, and vendors face their own risks from cybersecurity threats that could impact Nucor in certain circumstances. In response, we have implemented processes for overseeing and managing these risks. Those processes include limiting the exposure of our information systems to external systems to the least practicable amount, assessing the third parties' information security practices before allowing them to access our information systems or data, requiring the third parties to implement appropriate cybersecurity controls in our agreements with them, and conducting ongoing monitoring of their compliance with those requirements. We also utilize third-party risk and compliance monitoring services to monitor our service providers, suppliers, and vendors and to augment the effectiveness of our risk mitigation efforts in this area. Oversight of Third-Party Risks Our third-party service providers, suppliers, and vendors face their own risks from cybersecurity threats that could impact Nucor in certain circumstances. In response, we have implemented processes for overseeing and managing these risks. Those processes include limiting the exposure of our information systems to external systems to the least practicable amount, assessing the third parties' information security practices before allowing them to access our information systems or data, requiring the third parties to implement appropriate cybersecurity controls in our agreements with them, and conducting ongoing monitoring of their compliance with those requirements. We also utilize third-party risk and compliance monitoring services to monitor our service providers, suppliers, and vendors and to augment the effectiveness of our risk mitigation efforts in this area. Risks from Cybersecurity Threats As of the date of this report, no risks from cybersecurity threats, including as a result of cybersecurity incidents we have experienced in the past, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. materially affected GovernanceThe Company seeks to ensure effective governance in managing risks associated with cybersecurity threats, as more thoroughly described below.Board of Directors OversightThe Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats. The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology. See "Integrated Overall Risk Management" above.Management's Role in Cybersecurity Risk ManagementA division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company's information technology needs, including cybersecurity risk assessment and management. NBT's cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Executive Vice President of Strategy, the President and Chief Operating Officer Governance The Company seeks to ensure effective governance in managing risks associated with cybersecurity threats, as more thoroughly described below. Board of Directors Oversight The Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats. The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology. See "Integrated Overall Risk Management" above. The Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats. The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology. See "Integrated Overall Risk Management" above. Management's Role in Cybersecurity Risk Management A division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company's information technology needs, including cybersecurity risk assessment and management. NBT's cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Executive Vice President of Strategy, the President and Chief Operating Officer A division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company's information technology needs, including cybersecurity risk assessment and management. NBT's cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Executive Vice President of Strategy, the President and Chief Operating Officer 25 25 and the Chair and Chief Executive Officer. The current Cybersecurity Director has more than 20 years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response.The Company also has a Risk Committee composed of the following members of the Company's management: •Executive Vice President of Business Services •President of Corporate Legal Affairs and General Counsel•President of Nucor Business Technology•Cybersecurity Director•Vice President and Corporate Controller•General Manager of Internal Audit•General Manager of Legal Compliance and Assistant Corporate Secretary•Manager of External ReportingThe Risk Committee is responsible for overseeing the Company's response to cybersecurity incidents. The Risk Committee and the Chair and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks. Monitoring of Cybersecurity IncidentsThe Cybersecurity Director implements and oversees our processes for regularly monitoring our information systems. This includes security measures and regular audits to identify potential issues. In the event of a cybersecurity incident, we have an established incident response plan that requires prompt notification of the Cybersecurity Director or their designee, who in turn oversees our assessment of and response to the incident. The Cybersecurity Director is also responsible for informing the Risk Committee of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company's mitigation and remediation efforts. Depending on the nature of the incident, this process also provides for escalating notification to senior executives, including the Chair and Chief Executive Officer, the Executive Vice President of Business Services and the Board of Directors. and the Chair and Chief Executive Officer. The current Cybersecurity Director has more than 20 years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response.The Company also has a Risk Committee composed of the following members of the Company's management: •Executive Vice President of Business Services •President of Corporate Legal Affairs and General Counsel•President of Nucor Business Technology•Cybersecurity Director•Vice President and Corporate Controller•General Manager of Internal Audit•General Manager of Legal Compliance and Assistant Corporate Secretary•Manager of External ReportingThe Risk Committee is responsible for overseeing the Company's response to cybersecurity incidents. The Risk Committee and the Chair and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks. Monitoring of Cybersecurity IncidentsThe Cybersecurity Director implements and oversees our processes for regularly monitoring our information systems. This includes security measures and regular audits to identify potential issues. In the event of a cybersecurity incident, we have an established incident response plan that requires prompt notification of the Cybersecurity Director or their designee, who in turn oversees our assessment of and response to the incident. The Cybersecurity Director is also responsible for informing the Risk Committee of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company's mitigation and remediation efforts. Depending on the nature of the incident, this process also provides for escalating notification to senior executives, including the Chair and Chief Executive Officer, the Executive Vice President of Business Services and the Board of Directors. and the Chair and Chief Executive Officer. The current Cybersecurity Director has more than 20 years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response.The Company also has a Risk Committee composed of the following members of the Company's management: •Executive Vice President of Business Services •President of Corporate Legal Affairs and General Counsel•President of Nucor Business Technology•Cybersecurity Director•Vice President and Corporate Controller•General Manager of Internal Audit•General Manager of Legal Compliance and Assistant Corporate Secretary•Manager of External ReportingThe Risk Committee is responsible for overseeing the Company's response to cybersecurity incidents. The Risk Committee and the Chair and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks. Monitoring of Cybersecurity IncidentsThe Cybersecurity Director implements and oversees our processes for regularly monitoring our information systems. This includes security measures and regular audits to identify potential issues. In the event of a cybersecurity incident, we have an established incident response plan that requires prompt notification of the Cybersecurity Director or their designee, who in turn oversees our assessment of and response to the incident. The Cybersecurity Director is also responsible for informing the Risk Committee of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company's mitigation and remediation efforts. Depending on the nature of the incident, this process also provides for escalating notification to senior executives, including the Chair and Chief Executive Officer, the Executive Vice President of Business Services and the Board of Directors. and the Chair and Chief Executive Officer. The current Cybersecurity Director has more than 20 years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response. and the Chair and Chief Executive Officer. The current Cybersecurity Director has more than 20 years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response. The current Cybersecurity Director has more than 20 years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response. The Company also has a Risk Committee composed of the following members of the Company's management: •Executive Vice President of Business Services Executive Vice President of Business Services •President of Corporate Legal Affairs and General Counsel President of Corporate Legal Affairs and General Counsel •President of Nucor Business Technology President of Nucor Business Technology •Cybersecurity Director Cybersecurity Director •Vice President and Corporate Controller Vice President and Corporate Controller •General Manager of Internal Audit General Manager of Internal Audit •General Manager of Legal Compliance and Assistant Corporate Secretary General Manager of Legal Compliance and Assistant Corporate Secretary •Manager of External Reporting Manager of External Reporting The Risk Committee is responsible for overseeing the Company's response to cybersecurity incidents. The Risk Committee and the Chair and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks. The Risk Committee is responsible for overseeing the Company's response to cybersecurity incidents. The Risk Committee and the Chair and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks. Risk Committee is responsible for overseeing the Company's response to cybersecurity incidents. The Risk Committee and the Chair and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks. Monitoring of Cybersecurity Incidents The Cybersecurity Director implements and oversees our processes for regularly monitoring our information systems. This includes security measures and regular audits to identify potential issues. In the event of a cybersecurity incident, we have an established incident response plan that requires prompt notification of the Cybersecurity Director or their designee, who in turn oversees our assessment of and response to the incident. The Cybersecurity Director is also responsible for informing the Risk Committee of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company's mitigation and remediation efforts. Depending on the nature of the incident, this process also provides for escalating notification to senior executives, including the Chair and Chief Executive Officer, the Executive Vice President of Business Services and the Board of Directors. Cybersecurity Director is also responsible for informing responsible for informing the Risk Committee of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company's mitigation and remediation efforts. Depending on the nature of the incident, this process also provides for escalating notification to senior executives, including the Chair and Chief Executive Officer, the Executive Vice President of Business Services and the Board of Directors. 26 26 Item 2. Properties.We own most of our principal operating facilities. These facilities, by segment, are as follows: Location Approximatesquare footageof facilities Principal products Steel mills: Fontana, California 4,020,000 Flat-rolled steel Hickman, Arkansas 2,740,000 Flat-rolled steel Berkeley County, South Carolina 2,430,000 Flat-rolled steel, structural steel Crawfordsville, Indiana 2,270,000 Flat-rolled steel Blytheville, Arkansas 2,220,000 Structural steel Decatur, Alabama 2,010,000 Flat-rolled steel Norfolk, Nebraska 1,540,000 Steel shapes Hertford County, North Carolina 1,350,000 Steel plate Plymouth, Utah 1,310,000 Steel shapes Ghent, Kentucky 1,260,000 Flat-rolled steel Jewett, Texas 1,180,000 Steel shapes Darlington, South Carolina 1,020,000 Steel shapes Kankakee, Illinois 850,000 Steel shapes Silao, Guanajuato, Mexico 680,000 Flat-rolled steel Seattle, Washington 660,000 Steel shapes Tuscaloosa, Alabama 610,000 Steel plate Memphis, Tennessee 560,000 Steel shapes Auburn, New York 520,000 Steel shapes Jackson, Mississippi 490,000 Steel shapes Brandenburg, Kentucky 490,000 Steel plate Sedalia, Missouri 490,000 Steel shapes Frostproof, Florida 480,000 Steel shapes Birmingham, Alabama 460,000 Steel shapes Marion, Ohio 430,000 Steel shapes Kingman, Arizona 380,000 Steel shapes Lexington, North Carolina 320,000 Steel shapes Steel products: Norfolk, Nebraska 1,160,000 Joist, deck, cold finish bar Brigham City, Utah 1,130,000 Joists, cold finish bar, building systems, metal panels Arthur, Illinois 1,070,000 Overhead doors St. Joe, Indiana 1,050,000 Joist, deck, fastener Grapeland, Texas 830,000 Joists, deck Chemung, New York 560,000 Joists, deck Marseilles, Illinois 550,000 Steel tube Florence, South Carolina 550,000 Joists, deck Swansea, South Carolina 510,000 Building systems Birmingham, Alabama 480,000 Steel tube Louisville, Kentucky 480,000 Steel tube Fort Payne, Alabama 470,000 Joists, deck Decatur, Alabama 470,000 Steel tube Ghent, Kentucky 400,000 Steel tube Trinity, Alabama 380,000 Steel tube Decatur, Alabama 380,000 Towers and structures Chicago, Illinois 350,000 Steel tube Waterloo, Indiana 350,000 Building systems Item 2. Properties. We own most of our principal operating facilities. These facilities, by segment, are as follows: Location --- ## New in Current Filing: Principal products Steel mills: Fontana, California 4,020,000 Flat-rolled steel Hickman, Arkansas 2,740,000 Flat-rolled steel Berkeley County, South Carolina 2,430,000 Flat-rolled steel, structural steel Crawfordsville, Indiana 2,270,000 Flat-rolled steel Blytheville, Arkansas 2,220,000 Structural steel Decatur, Alabama 2,010,000 Flat-rolled steel Norfolk, Nebraska 1,540,000 Steel shapes Hertford County, North Carolina 1,350,000 Steel plate Plymouth, Utah 1,310,000 Steel shapes Ghent, Kentucky 1,260,000 Flat-rolled steel Jewett, Texas 1,180,000 Steel shapes Darlington, South Carolina 1,020,000 Steel shapes Kankakee, Illinois 850,000 Steel shapes Silao, Guanajuato, Mexico 680,000 Flat-rolled steel Seattle, Washington 660,000 Steel shapes Tuscaloosa, Alabama 610,000 Steel plate Memphis, Tennessee 560,000 Steel shapes Auburn, New York 520,000 Steel shapes Jackson, Mississippi 490,000 Steel shapes Brandenburg, Kentucky 490,000 Steel plate Sedalia, Missouri 490,000 Steel shapes Frostproof, Florida 480,000 Steel shapes Birmingham, Alabama 460,000 Steel shapes Marion, Ohio 430,000 Steel shapes Kingman, Arizona 380,000 Steel shapes Lexington, North Carolina 320,000 Steel shapes Steel products: Norfolk, Nebraska 1,160,000 Joist, deck, cold finish bar Brigham City, Utah 1,130,000 Joists, cold finish bar, building systems, metal panels Arthur, Illinois 1,070,000 Overhead doors St. Joe, Indiana 1,050,000 Joist, deck, fastener Grapeland, Texas 830,000 Joists, deck Chemung, New York 560,000 Joists, deck Marseilles, Illinois 550,000 Steel tube Florence, South Carolina 550,000 Joists, deck Swansea, South Carolina 510,000 Building systems Birmingham, Alabama 480,000 Steel tube Louisville, Kentucky 480,000 Steel tube Fort Payne, Alabama 470,000 Joists, deck Decatur, Alabama 470,000 Steel tube Ghent, Kentucky 400,000 Steel tube Trinity, Alabama 380,000 Steel tube Decatur, Alabama 380,000 Towers and structures Chicago, Illinois 350,000 Steel tube Waterloo, Indiana 350,000 Building systems 27 27 In the steel products segment, we have 91 operating facilities, excluding the locations listed above, in 39 states with 28 operating facilities in Canada and two in Mexico. Nucor Rebar Fabrication also operates multiple sales offices in Canada and certain other foreign locations. The steel products segment also includes Skyline Steel, LLC, our steel foundation distributor. NRG has leased square footage of approximately 630,000 square feet in Los Angeles, California, leased square footage of approximately 370,000 square feet in Houston, Texas, and leased square footage of approximately 706,000 square feet in San Bernardino, California.In the raw materials segment, we have 84 operating facilities in 19 states with one operating facility in Point Lisas, Trinidad. For our DRI facilities in Trinidad and Louisiana, a significant portion of the production process occurs outdoors. The Trinidad site, including leased land, is approximately 2 million square feet. The Louisiana site has approximately 174 million square feet of owned land with buildings that total approximately 72,500 square feet. DJJ has 72 operating facilities in 18 states along with multiple brokerage offices in the United States and certain other foreign locations.The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in 2025 were approximately 83%, 62% and 70% of production capacity, respectively.We also own our principal executive offices in Charlotte, North Carolina.Item 3. Legal Proceedings.Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial condition or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks. During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the EPA. A combined settlement is currently being negotiated with the U.S. Department of Justice, the EPA and the Louisiana Department of Environmental Quality. We do not believe that any aggregate settlement for these allegations will be material to Nucor.There were no other proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition). Item 4. Mine Safety DisclosuresNot applicable.Information About Our Executive OfficersThe following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person's principal occupation or employment during at least the past five years. Each executive officer of Nucor is elected by the Board of Directors and holds office from the date of election until removed by the Board. In the steel products segment, we have 91 operating facilities, excluding the locations listed above, in 39 states with 28 operating facilities in Canada and two in Mexico. Nucor Rebar Fabrication also operates multiple sales offices in Canada and certain other foreign locations. The steel products segment also includes Skyline Steel, LLC, our steel foundation distributor. NRG has leased square footage of approximately 630,000 square feet in Los Angeles, California, leased square footage of approximately 370,000 square feet in Houston, Texas, and leased square footage of approximately 706,000 square feet in San Bernardino, California. In the raw materials segment, we have 84 operating facilities in 19 states with one operating facility in Point Lisas, Trinidad. For our DRI facilities in Trinidad and Louisiana, a significant portion of the production process occurs outdoors. The Trinidad site, including leased land, is approximately 2 million square feet. The Louisiana site has approximately 174 million square feet of owned land with buildings that total approximately 72,500 square feet. DJJ has 72 operating facilities in 18 states along with multiple brokerage offices in the United States and certain other foreign locations. The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in 2025 were approximately 83%, 62% and 70% of production capacity, respectively. We also own our principal executive offices in Charlotte, North Carolina. Item 3. Legal Proceedings. Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial condition or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks. During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the EPA. A combined settlement is currently being negotiated with the U.S. Department of Justice, the EPA and the Louisiana Department of Environmental Quality. We do not believe that any aggregate settlement for these allegations will be material to Nucor. There were no other proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition). Item 4. Mine Safety Disclosures Not applicable. --- ## New in Current Filing: Information About Our Executive Officers The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person's principal occupation or employment during at least the past five years. Each executive officer of Nucor is elected by the Board of Directors and holds office from the date of election until removed by the Board. 28 28 Thomas J. Batterbee (56), Executive Vice President of Human Resources and Talent, became EVP in May 2025. Mr. Batterbee began his career with Nucor in 1989 at Nucor Building Systems Indiana. He was promoted to General Manager of Nucor Building Systems Texas in 2007 and later served as General Manager of Vulcraft New York, Nucor Buildings Group Utah, and Nucor Steel South Carolina. Mr. Batterbee was promoted to Vice President in 2017 and President of the Vulcraft/Verco group in 2023.Allen C. Behr (52), Executive Vice President of Raw Materials, was named EVP in May 2020. Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-Texas in 1999. In 2001, he became the Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008. Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012. He was promoted to President of the Vulcraft/Verco group in 2014 and he served as General Manager of Nucor Steel-Texas from 2017 to 2019.Brad Ford (47), Executive Vice President of Plate and Structural Products, became EVP in May 2023. Mr. Ford began his career at The David J. Joseph Company (DJJ) in 2001 as a Brokerage Representative and subsequently served as District Manager and International Trading Manager. In 2013, Mr. Ford became Commercial Vice President at DJJ's subsidiary, Trademark Metals Recycling LLC (TMR), and then served as President of TMR from 2015 to 2020. Mr. Ford became General Manager of Vulcraft-Indiana in 2020. He was promoted to Vice President of Nucor in 2022 and most recently served as Vice President and General Manager of Nucor Steel Decatur, LLC.Noah C. Hanners (46), Executive Vice President of Sheet Products, became EVP in January 2023. Mr. Hanners began his career with Nucor in 2011 as Melt Shop Engineer at Nucor Steel South Carolina. He next served as Shift Supervisor and was then promoted to Melt Shop Manager at Nucor Steel Auburn, Inc. Mr. Hanners later served as General Manager of Nucor Tubular Products and General Manager of Nucor Steel Kankakee, Inc. and was promoted to Vice President in 2019. He served as the Vice President and General Manager of The David J. Joseph Company from 2019 to 2022.John J. Hollatz (50), Executive Vice President of Fabricated Construction Products, was named EVP in May 2022. Mr. Hollatz began his career at Nucor in 1999 as Design Engineer at Vulcraft Indiana and then served as Sales Engineer and Sales Manager at Vulcraft Nebraska. Mr. Hollatz later served as General Manager of Nucor Building Systems South Carolina, General Manager of Vulcraft Indiana, and President of the Vulcraft/Verco group. He was promoted to Vice President and General Manager of Nucor Steel Decatur, LLC in 2016. Stephen D. Laxton (55), became President and Chief Operating Officer in January 2026. Mr. Laxton became Chief Financial Officer and Executive Vice President in March 2022, and will continue his duties as Chief Financial Officer until March 1, 2026. Mr. Laxton began his career at Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014. Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development. Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank.Daniel R. Needham (60), Executive Vice President of Commercial, was named EVP in May 2022. Mr. Needham began his career with Nucor in 2000 as Controller at Nucor Steel Hertford County. He subsequently served as Controller of Nucor Steel Decatur, LLC and Nucor Steel Utah. In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc. (now Nucor Wire Products Connecticut, Inc.). He later served as General Manager of Nucor Steel Utah and was elected Vice President in 2016. In 2019, Mr. Needham was promoted to Vice President and General Manager of Nucor Steel Indiana. He served as the Executive Vice President of Bar, Engineered Bar and Rebar Fabrication Products from February 2021 to May 2022. Thomas J. Batterbee (56), Executive Vice President of Human Resources and Talent, became EVP in May 2025. Mr. Batterbee began his career with Nucor in 1989 at Nucor Building Systems Indiana. He was promoted to General Manager of Nucor Building Systems Texas in 2007 and later served as General Manager of Vulcraft New York, Nucor Buildings Group Utah, and Nucor Steel South Carolina. Mr. Batterbee was promoted to Vice President in 2017 and President of the Vulcraft/Verco group in 2023. Allen C. Behr (52), Executive Vice President of Raw Materials, was named EVP in May 2020. Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-Texas in 1999. In 2001, he became the Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008. Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012. He was promoted to President of the Vulcraft/Verco group in 2014 and he served as General Manager of Nucor Steel-Texas from 2017 to 2019. Brad Ford (47), Executive Vice President of Plate and Structural Products, became EVP in May 2023. Mr. Ford began his career at The David J. Joseph Company (DJJ) in 2001 as a Brokerage Representative and subsequently served as District Manager and International Trading Manager. In 2013, Mr. Ford became Commercial Vice President at DJJ's subsidiary, Trademark Metals Recycling LLC (TMR), and then served as President of TMR from 2015 to 2020. Mr. Ford became General Manager of Vulcraft-Indiana in 2020. He was promoted to Vice President of Nucor in 2022 and most recently served as Vice President and General Manager of Nucor Steel Decatur, LLC. Noah C. Hanners (46), Executive Vice President of Sheet Products, became EVP in January 2023. Mr. Hanners began his career with Nucor in 2011 as Melt Shop Engineer at Nucor Steel South Carolina. He next served as Shift Supervisor and was then promoted to Melt Shop Manager at Nucor Steel Auburn, Inc. Mr. Hanners later served as General Manager of Nucor Tubular Products and General Manager of Nucor Steel Kankakee, Inc. and was promoted to Vice President in 2019. He served as the Vice President and General Manager of The David J. Joseph Company from 2019 to 2022. John J. Hollatz (50), Executive Vice President of Fabricated Construction Products, was named EVP in May 2022. Mr. Hollatz began his career at Nucor in 1999 as Design Engineer at Vulcraft Indiana and then served as Sales Engineer and Sales Manager at Vulcraft Nebraska. Mr. Hollatz later served as General Manager of Nucor Building Systems South Carolina, General Manager of Vulcraft Indiana, and President of the Vulcraft/Verco group. He was promoted to Vice President and General Manager of Nucor Steel Decatur, LLC in 2016. Stephen D. Laxton (55), became President and Chief Operating Officer in January 2026. Mr. Laxton became Chief Financial Officer and Executive Vice President in March 2022, and will continue his duties as Chief Financial Officer until March 1, 2026. Mr. Laxton began his career at Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014. Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development. Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank. Daniel R. Needham (60), Executive Vice President of Commercial, was named EVP in May 2022. Mr. Needham began his career with Nucor in 2000 as Controller at Nucor Steel Hertford County. He subsequently served as Controller of Nucor Steel Decatur, LLC and Nucor Steel Utah. In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc. (now Nucor Wire Products Connecticut, Inc.). He later served as General Manager of Nucor Steel Utah and was elected Vice President in 2016. In 2019, Mr. Needham was promoted to Vice President and General Manager of Nucor Steel Indiana. He served as the Executive Vice President of Bar, Engineered Bar and Rebar Fabrication Products from February 2021 to May 2022. 29 29 Benjamin M. Pickett (43), Executive Vice President of Business Services, became EVP in March 2025. Mr. Pickett began his career with Nucor in 2018 as Director of Corporate Legal Affairs. In 2020, he was promoted to General Manager and Counsel of Public Affairs and Government Relations and elected to Vice President in 2023. Prior to joining Nucor, he was a Partner with the law firm of Moore & Van Allen, PLLC.K. Rex Query (60), Executive Vice President of Strategy, was named EVP in January 2021. Mr. Query joined Nucor in 1990 as a financial analyst in the Corporate Office and subsequently served as Controller at Vulcraft South Carolina, Nucor Steel Berkeley and Nucor Steel Hertford. After serving as General Manager and Corporate Controller, Mr. Query was elected to Vice President in 2002 and served as General Manager at Nucor Steel Auburn, Inc., Nucor Steel Decatur, LLC, Nucor Steel South Carolina and NCF as well as President of Nucor Europe. Most recently, Mr. Query served as President of Nucor's Vulcraft/Verco group. Mr. Query is married to the sister of Mr. Topalian's wife.Randy J. Spicer (48), Executive Vice President of Bar and Engineered Bar, was named EVP in May 2024. Mr. Spicer began his Nucor career in 2004 as Accounting Supervisor at Nucor Steel Indiana. In 2006, he joined the start-up team at Nucor Steel Memphis, Inc. as Controller and subsequently served as Controller and Hot Mill Manager at Nucor Steel Gallatin LLC. He was promoted to General Manager of Nucor Tubular Products North in 2020 and elected to President of Nucor Tubular Products in 2022.David A. Sumoski (59), Executive Vice President. In December 2025, Mr. Sumoski notified the Board of Directors that he will be retiring from the Company in June 2026. Mr. Sumoski stepped down from his position as Chief Operating Officer in January 2026 and will continue as EVP until his retirement. Mr. Sumoski had served as the Company's COO since January 2021. Prior to that, Mr. Sumoski served as Executive Vice President from 2014 to 2020. He also served as General Manager of Nucor Steel Memphis, Inc. from 2012 to 2014 and as General Manager of Nucor Steel Marion, Inc. from 2008 to 2012. Mr. Sumoski was named Vice President in 2010. He began his career with Nucor as an electrical supervisor at Nucor Steel-Berkeley in 1995, later serving as Maintenance Manager. Leon J. Topalian (57), has served as Chief Executive Officer since January 2020 and as Chair of the Board of Directors since September 2022. He previously served as President from September 2019 to December 2025, as Chief Operating Officer from September 2019 to December 2019, as Executive Vice President of Beam and Plate Products from 2017 to 2019 and as Vice President of Nucor from 2013 to 2017. He began his Nucor career at Nucor Steel-Berkeley in 1996, serving as a project engineer and then as cold mill production supervisor. Mr. Topalian was promoted to Operations Manager for Nucor's former joint venture in Australia and later served as Melting and Casting Manager at Nucor Steel-South Carolina. He then served as General Manager of Nucor Steel Kankakee, Inc. from 2011 to 2014 and as General Manager of Nucor-Yamato from 2014 to 2017. Mr. Topalian is married to the sister of Mr. Query's wife. Benjamin M. Pickett (43), Executive Vice President of Business Services, became EVP in March 2025. Mr. Pickett began his career with Nucor in 2018 as Director of Corporate Legal Affairs. In 2020, he was promoted to General Manager and Counsel of Public Affairs and Government Relations and elected to Vice President in 2023. Prior to joining Nucor, he was a Partner with the law firm of Moore & Van Allen, PLLC. K. Rex Query (60), Executive Vice President of Strategy, was named EVP in January 2021. Mr. Query joined Nucor in 1990 as a financial analyst in the Corporate Office and subsequently served as Controller at Vulcraft South Carolina, Nucor Steel Berkeley and Nucor Steel Hertford. After serving as General Manager and Corporate Controller, Mr. Query was elected to Vice President in 2002 and served as General Manager at Nucor Steel Auburn, Inc., Nucor Steel Decatur, LLC, Nucor Steel South Carolina and NCF as well as President of Nucor Europe. Most recently, Mr. Query served as President of Nucor's Vulcraft/Verco group. Mr. Query is married to the sister of Mr. Topalian's wife. Randy J. Spicer (48), Executive Vice President of Bar and Engineered Bar, was named EVP in May 2024. Mr. Spicer began his Nucor career in 2004 as Accounting Supervisor at Nucor Steel Indiana. In 2006, he joined the start-up team at Nucor Steel Memphis, Inc. as Controller and subsequently served as Controller and Hot Mill Manager at Nucor Steel Gallatin LLC. He was promoted to General Manager of Nucor Tubular Products North in 2020 and elected to President of Nucor Tubular Products in 2022. David A. Sumoski (59), Executive Vice President. In December 2025, Mr. Sumoski notified the Board of Directors that he will be retiring from the Company in June 2026. Mr. Sumoski stepped down from his position as Chief Operating Officer in January 2026 and will continue as EVP until his retirement. Mr. Sumoski had served as the Company's COO since January 2021. Prior to that, Mr. Sumoski served as Executive Vice President from 2014 to 2020. He also served as General Manager of Nucor Steel Memphis, Inc. from 2012 to 2014 and as General Manager of Nucor Steel Marion, Inc. from 2008 to 2012. Mr. Sumoski was named Vice President in 2010. He began his career with Nucor as an electrical supervisor at Nucor Steel-Berkeley in 1995, later serving as Maintenance Manager. Leon J. Topalian (57), has served as Chief Executive Officer since January 2020 and as Chair of the Board of Directors since September 2022. He previously served as President from September 2019 to December 2025, as Chief Operating Officer from September 2019 to December 2019, as Executive Vice President of Beam and Plate Products from 2017 to 2019 and as Vice President of Nucor from 2013 to 2017. He began his Nucor career at Nucor Steel-Berkeley in 1996, serving as a project engineer and then as cold mill production supervisor. Mr. Topalian was promoted to Operations Manager for Nucor's former joint venture in Australia and later served as Melting and Casting Manager at Nucor Steel-South Carolina. He then served as General Manager of Nucor Steel Kankakee, Inc. from 2011 to 2014 and as General Manager of Nucor-Yamato from 2014 to 2017. Mr. Topalian is married to the sister of Mr. Query's wife. 30 30 PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Our common stock is listed and traded on the New York Stock Exchange under the symbol "NUE." As of January 31, 2026, there were approximately 10,000 stockholders of record of our common stock.Our share repurchase program activity for each of the three months and the quarter ended December 31, 2025 was as follows (in millions, except per share amounts): TotalNumberof SharesPurchased AveragePrice Paidper Share (1) Total Numberof SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms (2) ApproximateDollar Valueof Sharesthat MayYet BePurchasedUnder thePlans orPrograms (2) October 5, 2025 - November 1, 2025 0.3 $ 136.67 0.3 $ 463 November 2, 2025 - November 29, 2025 0.2 $ 143.60 0.2 $ 430 November 30, 2025 - December 31, 2025 0.2 $ 162.31 0.2 $ 406 For the Quarter Ended December 31, 2025 0.7 0.7 (1)Includes commissions of $0.11 per share.(2)On May 11, 2023, the Company announced that its Board of Directors had approved a share repurchase program under which the Company was authorized to repurchase up to $4.00 billion of the Company's common stock and terminated all previously authorized share repurchase programs. The share repurchase authorization was discretionary and had no expiration date. On February 20, 2026, the Company announced that its Board of Directors terminated this share repurchase program and approved a new share repurchase program under which it is authorized to repurchase up to $4.00 billion of Company's common stock. The new share repurchase authorization is discretionary and has no expiration date. Nucor has increased its base cash dividend every year since the Company began paying dividends in 1973. Nucor paid a total dividend of $2.20 per share in 2025 compared with $2.16 per share in 2024. In December 2025, the Board of Directors increased the base quarterly cash dividend on Nucor's common stock to $0.56 per share from $0.55 per share. In February 2026, the Board of Directors declared Nucor's 212th consecutive quarterly cash dividend of $0.56 per share payable on May 11, 2026 to stockholders of record on March 31, 2026.See Note 16 to the Company's consolidated financial statements for a discussion regarding securities authorized for issuance under the Company's stock-based compensation plans.The stock performance graph required by Item 201(e) of Regulation S-K is incorporated into this report by reference from the Company's annual report to stockholders for the year ended December 31, 2025, which will be posted to the Company's website and furnished to the SEC subsequent to the date of this report. The stock performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed to be "soliciting material" subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.Item 6. [Reserved]. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed and traded on the New York Stock Exchange under the symbol "NUE." As of January 31, 2026, there were approximately 10,000 stockholders of record of our common stock. Our share repurchase program activity for each of the three months and the quarter ended December 31, 2025 was as follows (in millions, except per share amounts): --- ## New in Current Filing: ApproximateDollar Valueof Sharesthat MayYet BePurchasedUnder thePlans orPrograms (2) October 5, 2025 - November 1, 2025 0.3 $ 136.67 0.3 $ 463 November 2, 2025 - November 29, 2025 0.2 $ 143.60 0.2 $ 430 November 30, 2025 - December 31, 2025 0.2 $ 162.31 0.2 $ 406 For the Quarter Ended December 31, 2025 0.7 0.7 (1)Includes commissions of $0.11 per share. Includes commissions of $0.11 per share. (2)On May 11, 2023, the Company announced that its Board of Directors had approved a share repurchase program under which the Company was authorized to repurchase up to $4.00 billion of the Company's common stock and terminated all previously authorized share repurchase programs. The share repurchase authorization was discretionary and had no expiration date. On February 20, 2026, the Company announced that its Board of Directors terminated this share repurchase program and approved a new share repurchase program under which it is authorized to repurchase up to $4.00 billion of Company's common stock. The new share repurchase authorization is discretionary and has no expiration date. On May 11, 2023, the Company announced that its Board of Directors had approved a share repurchase program under which the Company was authorized to repurchase up to $4.00 billion of the Company's common stock and terminated all previously authorized share repurchase programs. The share repurchase authorization was discretionary and had no expiration date. On February 20, 2026, the Company announced that its Board of Directors terminated this share repurchase program and approved a new share repurchase program under which it is authorized to repurchase up to $4.00 billion of Company's common stock. The new share repurchase authorization is discretionary and has no expiration date. Nucor has increased its base cash dividend every year since the Company began paying dividends in 1973. Nucor paid a total dividend of $2.20 per share in 2025 compared with $2.16 per share in 2024. In December 2025, the Board of Directors increased the base quarterly cash dividend on Nucor's common stock to $0.56 per share from $0.55 per share. In February 2026, the Board of Directors declared Nucor's 212th consecutive quarterly cash dividend of $0.56 per share payable on May 11, 2026 to stockholders of record on March 31, 2026. See Note 16 to the Company's consolidated financial statements for a discussion regarding securities authorized for issuance under the Company's stock-based compensation plans. The stock performance graph required by Item 201(e) of Regulation S-K is incorporated into this report by reference from the Company's annual report to stockholders for the year ended December 31, 2025, which will be posted to the Company's website and furnished to the SEC subsequent to the date of this report. The stock performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed to be "soliciting material" subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 6. [Reserved]. 31 31 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.The following Management's Discussion and Analysis of Financial Condition and Results of Operations of Nucor Corporation should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes to the consolidated financial statements.Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2025 and 2024. Information concerning the year ended December 31, 2024 and a comparison of the years ended December 31, 2024 and 2023 may be found under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.OverviewNucor's operating performance in 2025 reflected modest domestic steel demand growth and lower import levels. Operating rates at our steel mills for the full year 2025 increased to 83% as compared to 76% for the full year 2024, with higher shipments across our sheet, bar, plate, and structural mills. Demand was strong in several key end markets, including infrastructure, data centers, energy, and advanced manufacturing, while interest rate sensitive markets such as automotive and residential construction experienced softer conditions.Our Challenges and Risks Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry. The OECD has estimated that global steel production overcapacity in 2025 is approximately 704 million net tons. This level of excess capacity is eight times the current annual steel production in the United States. However, additional capacity continues to come online and China's steel production, the largest steel producing country, is still near record levels. In 2025, China's steel production was more than 1 billion net tons for the eighth consecutive year, and China exported a record 131 million net tons to offset weak domestic consumption. Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties. Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa.An uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile and often increases or decreases rapidly in response to changes in domestic demand, unanticipated events that affect the flow of scrap into scrap yards, the availability of scrap substitutes, currency fluctuations and changes in foreign demand for scrap. In periods of rapidly increasing raw material prices in the industry, which are often also associated with periods of stronger or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability. We attempt to mitigate the scrap price risk by managing scrap inventory levels at the steel mills to match the anticipated demand over the next several weeks. Certain scrap substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this inventory management strategy difficult to achieve. Continued successful implementation of our raw material strategy, including key investments in DRI production, coupled with the scrap brokerage and processing services performed by our team at DJJ, give us greater control over our metallic inputs and thus also helps us to mitigate this risk. See "Item 1A. Risk Factors-Industry Specific Risk Factors" for further discussion of raw material risks.During periods of stronger or rapidly improving steel market conditions, we are more likely to be able to pass through to our customers, relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion. During periods of weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following Management's Discussion and Analysis of Financial Condition and Results of Operations of Nucor Corporation should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes to the consolidated financial statements. Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2025 and 2024. Information concerning the year ended December 31, 2024 and a comparison of the years ended December 31, 2024 and 2023 may be found under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025. Overview Nucor's operating performance in 2025 reflected modest domestic steel demand growth and lower import levels. Operating rates at our steel mills for the full year 2025 increased to 83% as compared to 76% for the full year 2024, with higher shipments across our sheet, bar, plate, and structural mills. Demand was strong in several key end markets, including infrastructure, data centers, energy, and advanced manufacturing, while interest rate sensitive markets such as automotive and residential construction experienced softer conditions. Our Challenges and Risks Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry. The OECD has estimated that global steel production overcapacity in 2025 is approximately 704 million net tons. This level of excess capacity is eight times the current annual steel production in the United States. However, additional capacity continues to come online and China's steel production, the largest steel producing country, is still near record levels. In 2025, China's steel production was more than 1 billion net tons for the eighth consecutive year, and China exported a record 131 million net tons to offset weak domestic consumption. Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties. Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa. An uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile and often increases or decreases rapidly in response to changes in domestic demand, unanticipated events that affect the flow of scrap into scrap yards, the availability of scrap substitutes, currency fluctuations and changes in foreign demand for scrap. In periods of rapidly increasing raw material prices in the industry, which are often also associated with periods of stronger or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability. We attempt to mitigate the scrap price risk by managing scrap inventory levels at the steel mills to match the anticipated demand over the next several weeks. Certain scrap substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this inventory management strategy difficult to achieve. Continued successful implementation of our raw material strategy, including key investments in DRI production, coupled with the scrap brokerage and processing services performed by our team at DJJ, give us greater control over our metallic inputs and thus also helps us to mitigate this risk. See "Item 1A. Risk Factors-Industry Specific Risk Factors" for further discussion of raw material risks. During periods of stronger or rapidly improving steel market conditions, we are more likely to be able to pass through to our customers, relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion. During periods of weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of 32 32 imports create an even more intensified competitive environment and increased pricing pressure. All of those factors, to some degree, impact pricing, which increases the likelihood that Nucor will experience lower gross margins.Although the majority of our steel sales are to spot market customers in North America who place their orders each month based on their business needs and our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell contract tons, most notably in our sheet operations. Approximately 85% of our sheet sales were to contract customers in 2025, with the balance being sold in the spot market at the prevailing prices at the time of sale. Steel contract sales outside of our sheet operations are not significant. The amount of tons sold to contract customers at any given time depends on the overall market conditions at the time, how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming period.Nucor management considerations include maintaining an appropriate balance of spot and contract tons based on market projections and appropriately supporting our diversified customer base. The percentage of tons that is placed under contract also depends on the overall market dynamics and customer negotiations. In years of strengthening demand, we typically see an increase in the percentage of sheet sales sold under contract as our customers have an expectation that transaction prices will rapidly rise, and available capacity will quickly be sold out. To mitigate this risk, customers prefer to enter into contracts in order to obtain committed volumes of supply from the mills. The vast majority of our contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or scrap. Market indices for steel generally trend with scrap pricing changes, but, during periods of steel market weakness, the more intensified competitive steel market environment can cause the sales price indices to decrease resulting in reduced gross margins and profitability. Furthermore, since the selling price adjustments are not immediate, there will always be a timing difference between changes in the prices we pay for raw materials and the adjustments we make to our contract selling prices. Contract sales typically have terms ranging from six to 12 months.Our Strengths and OpportunitiesWe are North America's most diversified steel producer. As a result, our short-term performance is not tied to any one market. We have numerous, large, strategic capital projects at various stages of progress that we believe will help us further diversify our product offerings and expand the markets that we serve. We expect these investments to grow our long-term earnings power by increasing our channels to market, expanding our product portfolio into higher value-added offerings, improving our cost structure and further building upon our market leadership positions.We believe that Nucor's raw material supply chain is another important strength. Our investment in DRI production facilities and scrap brokerage and processing businesses provides Nucor with significant flexibility in optimizing our raw materials costs. Additionally, having a portion of our raw materials supply under our control reduces risk associated with the global sourcing of raw materials.Our highly variable, low-cost structure, combined with our financial strength and liquidity, have allowed us to successfully navigate cyclical steel industry market conditions in the past. In such times, our incentive-based pay system reduces our payroll costs, both hourly and salary, which helps to offset lower selling prices. Our pay-for-performance system that is closely tied to our levels of production also allows us to keep our highly experienced workforce intact and to continue operating our facilities when some of our competitors with greater fixed costs are compelled to shut down some of their facilities. Because we use EAFs to produce our steel, we can easily vary our production levels to match short-term changes in demand.Evaluating Our Operating PerformanceWe report our results of operations in three segments: steel mills, steel products and raw materials. Most of the steel we produce in our mills is sold to outside customers (80% in both 2025 and 2024), but a imports create an even more intensified competitive environment and increased pricing pressure. All of those factors, to some degree, impact pricing, which increases the likelihood that Nucor will experience lower gross margins. Although the majority of our steel sales are to spot market customers in North America who place their orders each month based on their business needs and our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell contract tons, most notably in our sheet operations. Approximately 85% of our sheet sales were to contract customers in 2025, with the balance being sold in the spot market at the prevailing prices at the time of sale. Steel contract sales outside of our sheet operations are not significant. The amount of tons sold to contract customers at any given time depends on the overall market conditions at the time, how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming period. Nucor management considerations include maintaining an appropriate balance of spot and contract tons based on market projections and appropriately supporting our diversified customer base. The percentage of tons that is placed under contract also depends on the overall market dynamics and customer negotiations. In years of strengthening demand, we typically see an increase in the percentage of sheet sales sold under contract as our customers have an expectation that transaction prices will rapidly rise, and available capacity will quickly be sold out. To mitigate this risk, customers prefer to enter into contracts in order to obtain committed volumes of supply from the mills. The vast majority of our contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or scrap. Market indices for steel generally trend with scrap pricing changes, but, during periods of steel market weakness, the more intensified competitive steel market environment can cause the sales price indices to decrease resulting in reduced gross margins and profitability. Furthermore, since the selling price adjustments are not immediate, there will always be a timing difference between changes in the prices we pay for raw materials and the adjustments we make to our contract selling prices. Contract sales typically have terms ranging from six to 12 months. Our Strengths and Opportunities We are North America's most diversified steel producer. As a result, our short-term performance is not tied to any one market. We have numerous, large, strategic capital projects at various stages of progress that we believe will help us further diversify our product offerings and expand the markets that we serve. We expect these investments to grow our long-term earnings power by increasing our channels to market, expanding our product portfolio into higher value-added offerings, improving our cost structure and further building upon our market leadership positions. We believe that Nucor's raw material supply chain is another important strength. Our investment in DRI production facilities and scrap brokerage and processing businesses provides Nucor with significant flexibility in optimizing our raw materials costs. Additionally, having a portion of our raw materials supply under our control reduces risk associated with the global sourcing of raw materials. Our highly variable, low-cost structure, combined with our financial strength and liquidity, have allowed us to successfully navigate cyclical steel industry market conditions in the past. In such times, our incentive-based pay system reduces our payroll costs, both hourly and salary, which helps to offset lower selling prices. Our pay-for-performance system that is closely tied to our levels of production also allows us to keep our highly experienced workforce intact and to continue operating our facilities when some of our competitors with greater fixed costs are compelled to shut down some of their facilities. Because we use EAFs to produce our steel, we can easily vary our production levels to match short-term changes in demand. Evaluating Our Operating Performance We report our results of operations in three segments: steel mills, steel products and raw materials. Most of the steel we produce in our mills is sold to outside customers (80% in both 2025 and 2024), but a 33 33 significant percentage is used internally by many of the facilities in our steel products segment (20% in both 2025 and 2024).We begin measuring our performance by comparing our net sales, both in total and by individual segment, during a reporting period with our net sales in the corresponding period in the prior year. In doing so, we focus on changes in and the reasons for such changes in the two key variables that have the greatest influence on our net sales: average sales price per ton during the period and total tons shipped to outside customers.We also focus on both dollar and percentage changes in gross margins, which are key drivers of our profitability, and the reasons for such changes. There are many factors from period to period that can affect our gross margins. One consistent area of focus for us is changes in "metal margins," which is the difference between the selling price of steel and the cost of scrap and scrap substitutes. Increases or decreases in the cost of scrap and scrap substitutes that are not offset by changes in the selling price of steel can quickly compress or expand our margins and reduce or increase our profitability.Changes in marketing, administrative and other expenses, particularly profit sharing and other variable incentive-based payment costs, can have a material effect on our results of operations for a reporting period as well. These costs vary significantly from period to period as they are based upon changes in our pre-tax earnings and other profitability metrics that are a reflection of our pay-for-performance system that is closely tied to our levels of production.Evaluating Our Financial ConditionWe evaluate our financial condition each reporting period by focusing primarily on the amounts of and reasons for changes in cash provided by operating activities, our current ratio, the turnover rate of our accounts receivable and inventories, the amounts of and reasons for changes in cash used in or provided by investing activities (including projected capital expenditures) and financing activities and our cash and cash equivalents and short-term investments position at period end. We believe that our conservative financial practices have served us well in the past and are serving us well today. As a result, we believe our financial position remains strong.Comparison of 2025 to 2024Results of OperationsNucor reported consolidated net earnings of $1.74 billion, or $7.52 per diluted share, in 2025, which decreased compared to $2.03 billion, or $8.46 per diluted share, in 2024. The primary driver of the decrease in earnings in 2025 as compared to 2024 was the decreased profitability of the steel products segment. The steel products segment's earnings decreased in 2025 due to decreased average selling prices and margin compression, particularly at our joist and deck businesses and decreased earnings of our metal buildings systems and rebar fabrication businesses. However, the steel products segment had increased volumes in 2025 compared to 2024, reflecting stabilized demand in the warehouse construction market in 2025 after a pull back in demand in 2024, and growing demand from data center construction. The steel mills segment had increased earnings in 2025 as compared to 2024 due to increased metal margin driven by higher volumes. Backlogs for the steel mills segment at the end of 2025 were at historically high levels. Earnings for the raw materials segment increased in 2025 as compared to 2024 due primarily to the absence of the $83 million impairment charge recorded in 2024 to fully reserve a long-term note receivable. Excluding the prior year impairment charge, the raw materials segment's earnings increased in 2025 due to the improved performance of our DRI facilities and DJJ's brokerage operations and insurance recoveries recorded in the fourth quarter of 2025. The following discussion will provide greater quantitative and qualitative analysis of Nucor's performance in 2025 as compared to 2024. significant percentage is used internally by many of the facilities in our steel products segment (20% in both 2025 and 2024). We begin measuring our performance by comparing our net sales, both in total and by individual segment, during a reporting period with our net sales in the corresponding period in the prior year. In doing so, we focus on changes in and the reasons for such changes in the two key variables that have the greatest influence on our net sales: average sales price per ton during the period and total tons shipped to outside customers. We also focus on both dollar and percentage changes in gross margins, which are key drivers of our profitability, and the reasons for such changes. There are many factors from period to period that can affect our gross margins. One consistent area of focus for us is changes in "metal margins," which is the difference between the selling price of steel and the cost of scrap and scrap substitutes. Increases or decreases in the cost of scrap and scrap substitutes that are not offset by changes in the selling price of steel can quickly compress or expand our margins and reduce or increase our profitability. Changes in marketing, administrative and other expenses, particularly profit sharing and other variable incentive-based payment costs, can have a material effect on our results of operations for a reporting period as well. These costs vary significantly from period to period as they are based upon changes in our pre-tax earnings and other profitability metrics that are a reflection of our pay-for-performance system that is closely tied to our levels of production. Evaluating Our Financial Condition We evaluate our financial condition each reporting period by focusing primarily on the amounts of and reasons for changes in cash provided by operating activities, our current ratio, the turnover rate of our accounts receivable and inventories, the amounts of and reasons for changes in cash used in or provided by investing activities (including projected capital expenditures) and financing activities and our cash and cash equivalents and short-term investments position at period end. We believe that our conservative financial practices have served us well in the past and are serving us well today. As a result, we believe our financial position remains strong. --- ## New in Current Filing: Results of Operations Nucor reported consolidated net earnings of $1.74 billion, or $7.52 per diluted share, in 2025, which decreased compared to $2.03 billion, or $8.46 per diluted share, in 2024. The primary driver of the decrease in earnings in 2025 as compared to 2024 was the decreased profitability of the steel products segment. The steel products segment's earnings decreased in 2025 due to decreased average selling prices and margin compression, particularly at our joist and deck businesses and decreased earnings of our metal buildings systems and rebar fabrication businesses. However, the steel products segment had increased volumes in 2025 compared to 2024, reflecting stabilized demand in the warehouse construction market in 2025 after a pull back in demand in 2024, and growing demand from data center construction. The steel mills segment had increased earnings in 2025 as compared to 2024 due to increased metal margin driven by higher volumes. Backlogs for the steel mills segment at the end of 2025 were at historically high levels. Earnings for the raw materials segment increased in 2025 as compared to 2024 due primarily to the absence of the $83 million impairment charge recorded in 2024 to fully reserve a long-term note receivable. Excluding the prior year impairment charge, the raw materials segment's earnings increased in 2025 due to the improved performance of our DRI facilities and DJJ's brokerage operations and insurance recoveries recorded in the fourth quarter of 2025. The following discussion will provide greater quantitative and qualitative analysis of Nucor's performance in 2025 as compared to 2024. 34 34 Net SalesNet sales to external customers by segment for the years ended December 31, 2025 and 2024 were as follows (in millions): Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025.In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): Year Ended December 31, 2025 2024 % Change Outside steel shipments 19,848 18,480 7 % Inside steel shipments 5,423 4,646 17 % Total steel shipments 25,271 23,126 9 % Net sales for the steel mills segment increased 7% in 2025 compared to the prior year due to a 7% increase in volumes. Average sales price per ton in the steel mills segment was $1,008 in 2025, which was similar to $1,013 in 2024. Outside sales tonnage for the steel products segment for the years ended December 31, 2025 and 2024 was as follows (in thousands): Year Ended December 31, 2025 2024 % Change Joist and deck sales 871 712 22 % Rebar fabrication sales 1,179 1,020 16 % Tubular products sales 947 856 11 % Building systems sales 228 238 -4 % Other steel products sales 1,172 1,192 -2 % Total steel products sales 4,397 4,018 9 % Net sales for the steel products segment increased 2% in 2025 from the prior year due to a 9% increase in volumes, partially offset by a 6% decrease in the average sales price per ton, from $2,510 in 2024 to $2,348 in 2025. Net sales for the raw materials segment increased 13% in 2025 from the prior year, primarily due to increased average sales price and volumes at DJJ's brokerage operations. In 2025, approximately 95% of outside sales for the raw materials segment were from DJJ's brokerage operations, and approximately 3% of outside sales were from DJJ's scrap processing operations (93% and 4%, respectively, in 2024).Gross MarginsIn 2025, Nucor recorded gross margins of $3.85 billion (12%), which was a decrease from $4.10 billion (13%) in 2024: Net Sales Net sales to external customers by segment for the years ended December 31, 2025 and 2024 were as follows (in millions): --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- ## New in Current Filing: Liquidity and Capital Resources We believe our financial strength is a key strategic advantage, particularly during recessionary business cycles. We carry the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard and Poor's, an A3 long-term rating from Moody's and an A- long-term rating from Fitch. Our credit ratings are dependent, however, on many factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made to enhance investors' understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds. Nucor's cash and cash equivalents and short-term investments position remained strong at $2.70 billion as of December 31, 2025, compared with $4.14 billion as of December 31, 2024. Approximately $931 million and $970 million of the cash and cash equivalents position as of December 31, 2025 and 2024, respectively, was held by our majority-owned joint ventures. Cash flows provided by operating activities provide us with a significant source of liquidity. When needed, we have external short-term financing sources available, including the issuance of commercial paper and borrowings under our bank credit facilities. We also issue long-term debt securities from time-to-time. On March 5, 2025, Nucor completed the issuance and sale of $500 million aggregate principal amount of its 4.650% Notes due 2030 (the "2030 Notes") and $500 million aggregate principal amount of its 5.100% Notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes"). Net proceeds from the issuance and sale of the Notes were $997 million. Costs of $9 million associated with the issuance and sale of the Notes have been capitalized and will be amortized over the life of the Notes. Net proceeds from the issuance and sale of the Notes were used during the second quarter of 2025 to redeem all of the outstanding $500 million aggregate principal amount of our 2.000% Notes due 2025 and $500 million aggregate principal amount of our 3.950% Notes due 2025 (collectively, the "2025 Notes") pursuant to the terms of the indenture governing the 2025 Notes. In November 2025, Nucor issued $220 million in 40-year variable rate West Virginia Economic Development Authority industrial development revenue bonds ("IDRBs") to partially fund the construction of the West Virginia sheet mill. We expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed. 38 38 Selected Measures of Liquidity and Capital Resources (Dollars in millions) December 31, 2025 2024 Cash and cash equivalents $ 2,260 $ 3,558 Short-term investments 439 581 Working capital 7,761 7,498 Current ratio 2.9 2.5 The current ratio, which is calculated by dividing current assets by current liabilities, was 2.9 at year-end 2025 compared with 2.5 at year-end 2024. The current ratio was impacted by lower cash and cash equivalents and the decrease in the current portion of long-term debt at December 31, 2025. In 2025 and 2024, total accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks. Funds provided by operations, cash and cash equivalents, short-term investments and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditures, current debt maturities and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes. Off-Balance Sheet ArrangementsWe have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities that we believe could have a material impact on our financial condition or liquidity.Capital Allocation StrategyWe believe that our conservative financial practices have served us well in the past and are serving us well today. Nucor's financial strength allows for a consistent, balanced approach to capital allocation throughout the business cycle. Nucor invests in our business for profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Additionally, we return capital to our stockholders through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders through dividends and share repurchases, while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. Nucor returned approximately $1.2 billion in capital to its stockholders in the form of base dividends and share repurchases in 2025.Our cash flows for each period were as follows: (in millions) December 31, 2025 2024 Net cash provided by operating activities $ 3,234 $ 3,979 Net cash used in investing activities (3,226 ) (3,734 ) Net cash used in financing activities (1,315 ) (3,058 ) Effect of exchange rate changes on cash 9 (16 ) Net decrease in cash and cash equivalents $ (1,298 ) $ (2,829 ) Selected Measures of Liquidity and Capital Resources --- ## New in Current Filing: December 31, 2025 2024 Cash and cash equivalents $ 2,260 $ 3,558 Short-term investments 439 581 Working capital 7,761 7,498 Current ratio 2.9 2.5 The current ratio, which is calculated by dividing current assets by current liabilities, was 2.9 at year-end 2025 compared with 2.5 at year-end 2024. The current ratio was impacted by lower cash and cash equivalents and the decrease in the current portion of long-term debt at December 31, 2025. In 2025 and 2024, total accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks. Funds provided by operations, cash and cash equivalents, short-term investments and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditures, current debt maturities and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes. Off-Balance Sheet Arrangements We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities that we believe could have a material impact on our financial condition or liquidity. Capital Allocation Strategy We believe that our conservative financial practices have served us well in the past and are serving us well today. Nucor's financial strength allows for a consistent, balanced approach to capital allocation throughout the business cycle. Nucor invests in our business for profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Additionally, we return capital to our stockholders through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders through dividends and share repurchases, while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. Nucor returned approximately $1.2 billion in capital to its stockholders in the form of base dividends and share repurchases in 2025. Our cash flows for each period were as follows: --- ## New in Current Filing: December 31, 2025 2024 Cash and cash equivalents $ 2,260 $ 3,558 Short-term investments 439 581 Working capital 7,761 7,498 Current ratio 2.9 2.5 The current ratio, which is calculated by dividing current assets by current liabilities, was 2.9 at year-end 2025 compared with 2.5 at year-end 2024. The current ratio was impacted by lower cash and cash equivalents and the decrease in the current portion of long-term debt at December 31, 2025. In 2025 and 2024, total accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks. Funds provided by operations, cash and cash equivalents, short-term investments and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditures, current debt maturities and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes. Off-Balance Sheet Arrangements We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities that we believe could have a material impact on our financial condition or liquidity. Capital Allocation Strategy We believe that our conservative financial practices have served us well in the past and are serving us well today. Nucor's financial strength allows for a consistent, balanced approach to capital allocation throughout the business cycle. Nucor invests in our business for profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Additionally, we return capital to our stockholders through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders through dividends and share repurchases, while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. Nucor returned approximately $1.2 billion in capital to its stockholders in the form of base dividends and share repurchases in 2025. Our cash flows for each period were as follows: --- ## New in Current Filing: Contractual Obligations and Other Commercial Commitments The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2025 for the periods presented (in millions): --- ## New in Current Filing: 2031 andthereafter Long-term debt $ 6,933 $ 66 $ 1,088 $ 1,087 $ 4,692 Estimated interest on long-term debt (1) 3,643 276 497 433 2,437 Finance leases 360 32 65 59 204 Operating leases 164 35 46 30 53 Raw material purchase commitments (2) 2,521 1,349 773 140 259 Utility purchase commitments (2) 934 386 277 140 131 Other unconditional purchase obligations (3) 1,241 1,153 76 8 4 Other long-term obligations (4) 707 431 71 8 197 --- ## New in Current Filing: Total contractual obligations $ 16,503 $ 3,728 $ 2,893 $ 1,905 $ 7,977 (1)Interest is estimated using applicable rates at December 31, 2025 for Nucor's outstanding fixed-rate and variable-rate debt. Interest is estimated using applicable rates at December 31, 2025 for Nucor's outstanding fixed-rate and variable-rate debt. (2)Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas, and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2025, or according to the contract language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position. Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas, and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2025, or according to the contract language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position. (3)Purchase obligations include commitments for capital expenditures on operating machinery and equipment. Purchase obligations include commitments for capital expenditures on operating machinery and equipment. (4)Other long-term obligations include amounts associated with Nucor's early-retiree medical benefits, management compensation and guarantees. Other long-term obligations include amounts associated with Nucor's early-retiree medical benefits, management compensation and guarantees. Note: In addition to the amounts shown in the table above, $173 million of unrecognized tax benefits have been recorded as liabilities, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and interest of $49 million at December 31, 2025. Outlook We expect earnings to increase in the first quarter of 2026. Earnings in the first quarter of 2026 are expected to increase across all three of our operating segments, with the largest increase in the steel mills segment. In the steel mills segment, the expected increase is due to higher volumes and higher realized prices across all major product categories. In the steel products segment, we expect improved earnings in the first quarter due to increased volumes on stable pricing. The raw materials segment is expected to have increased earnings in the first quarter of 2026. Capital expenditures are expected to decrease to approximately $2.5 billion in 2026. As we have in the past, we intend to allocate capital to investments that advance our strategy to grow the core and expand beyond, with the goal of keeping Nucor in a position of strength well into the future. 42 42 Critical Accounting Policies and EstimatesOur discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year end and the reported amount of revenues and expenses during the year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, the carrying value of non-current assets and reserves for environmental obligations and income taxes. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could differ materially from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.InventoriesInventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company's inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.Long-Lived Asset ImpairmentsWe evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which cash flows can be independently identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. In developing estimated values for assets that we currently use in our operations, we utilize judgments and assumptions of future undiscounted cash flows that the assets will produce. When it is determined that an impairment exists, the related assets are written down to estimated fair market value. Certain long-lived asset groupings were tested for impairment during the fourth quarter of 2025. Undiscounted cash flows for each asset grouping were estimated using management's long-range estimates of market conditions associated with each asset grouping over the estimated useful life of the principal asset within the group. Our undiscounted cash flow analysis indicated that the tested long-lived asset groupings were recoverable as of December 31, 2025. Goodwill and IntangiblesGoodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill.When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For certain reporting units, it is necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. Significant assumptions used to determine the fair value of each reporting unit as part of our annual testing (and any required interim testing) include: (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials and other costs to produce and estimated capital needs); --- ## New in Current Filing: Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year end and the reported amount of revenues and expenses during the year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, the carrying value of non-current assets and reserves for environmental obligations and income taxes. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could differ materially from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements. Inventories Inventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company's inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced. Long-Lived Asset Impairments We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which cash flows can be independently identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. In developing estimated values for assets that we currently use in our operations, we utilize judgments and assumptions of future undiscounted cash flows that the assets will produce. When it is determined that an impairment exists, the related assets are written down to estimated fair market value. Certain long-lived asset groupings were tested for impairment during the fourth quarter of 2025. Undiscounted cash flows for each asset grouping were estimated using management's long-range estimates of market conditions associated with each asset grouping over the estimated useful life of the principal asset within the group. Our undiscounted cash flow analysis indicated that the tested long-lived asset groupings were recoverable as of December 31, 2025. Goodwill and Intangibles Goodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For certain reporting units, it is necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. Significant assumptions used to determine the fair value of each reporting unit as part of our annual testing (and any required interim testing) include: (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials and other costs to produce and estimated capital needs); 43 43 (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (iii) a discount rate based on management's best estimate of the after-tax weighted-average cost of capital. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its reporting units are estimated. Those estimates and judgments may or may not ultimately prove appropriate.Our fourth quarter 2025 annual goodwill impairment analysis did not result in an impairment charge. Management does not believe that future impairment of these reporting units is probable. However, the performance of certain businesses that comprise our reporting units requires continued improvement. An increase of approximately 50 basis points in the discount rate, a critical assumption in which a minor change can have a significant impact on the estimated fair value, would not result in an impairment charge. See Note 8 to the Company's consolidated financial statements for further discussion of the results of the Company's 2025 annual goodwill impairment analysis.Nucor will continue to monitor operating results within all reporting units throughout 2026 in an effort to determine if events and circumstances require further interim impairment testing. Otherwise, all reporting units will again be subject to the required annual qualitative and/or quantitative impairment test during our fourth quarter of 2026. Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of our reporting units in the future and could result in an impairment of goodwill.Equity Method InvestmentsInvestments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. When management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value. An other-than-temporary decline in carrying value is determined to have occurred when, in management's judgment, a decline in fair value below carrying value is of such length of time and/or severity that it is considered long-term.In the event that an impairment review is necessary, a discounted cash flow model is used to determine the current estimated fair value of the equity method investment. Significant assumptions used to determine the fair value of the equity method investment include: (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the equity method investment; and (iii) a discount rate based on management's best estimate of the after-tax weighted-average cost of capital. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its equity method investments are estimated. Those estimates and judgments may or may not ultimately prove appropriate. Nucor reviews its equity method investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. There were no triggering events that caused management to pursue additional testing of our equity method investments in 2025. (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (iii) a discount rate based on management's best estimate of the after-tax weighted-average cost of capital. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its reporting units are estimated. Those estimates and judgments may or may not ultimately prove appropriate. Our fourth quarter 2025 annual goodwill impairment analysis did not result in an impairment charge. Management does not believe that future impairment of these reporting units is probable. However, the performance of certain businesses that comprise our reporting units requires continued improvement. An increase of approximately 50 basis points in the discount rate, a critical assumption in which a minor change can have a significant impact on the estimated fair value, would not result in an impairment charge. See Note 8 to the Company's consolidated financial statements for further discussion of the results of the Company's 2025 annual goodwill impairment analysis. Nucor will continue to monitor operating results within all reporting units throughout 2026 in an effort to determine if events and circumstances require further interim impairment testing. Otherwise, all reporting units will again be subject to the required annual qualitative and/or quantitative impairment test during our fourth quarter of 2026. Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of our reporting units in the future and could result in an impairment of goodwill. Equity Method Investments Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. When management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value. An other-than-temporary decline in carrying value is determined to have occurred when, in management's judgment, a decline in fair value below carrying value is of such length of time and/or severity that it is considered long-term. In the event that an impairment review is necessary, a discounted cash flow model is used to determine the current estimated fair value of the equity method investment. Significant assumptions used to determine the fair value of the equity method investment include: (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the equity method investment; and (iii) a discount rate based on management's best estimate of the after-tax weighted-average cost of capital. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its equity method investments are estimated. Those estimates and judgments may or may not ultimately prove appropriate. Nucor reviews its equity method investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. There were no triggering events that caused management to pursue additional testing of our equity method investments in 2025. 44 44 Income TaxesWe utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized as a component of interest expense and other expenses.Cautionary Note Regarding Forward-Looking StatementsCertain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words "anticipate," "believe," "expect," "intend," "project," "may," "will," "should," "could" and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company's best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company's actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of any pandemic or public health situation; and (16) the risks discussed in "Item 1A. Risk Factors" of this report. Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the SEC. Income Taxes We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized as a component of interest expense and other expenses. --- ## New in Current Filing: Cautionary Note Regarding Forward-Looking Statements Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words "anticipate," "believe," "expect," "intend," "project," "may," "will," "should," "could" and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company's best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company's actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of any pandemic or public health situation; and (16) the risks discussed in "Item 1A. Risk Factors" of this report. Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the SEC. 45 45 Item 7A. Quantitative and Qualitative Disclosures About Market RiskIn the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop strategies to manage them.Interest Rate Risk - Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. At December 31, 2025, approximately 24% of Nucor's long-term debt was comprised of instruments with variable interest rates, primarily IDRBs that are adjusted weekly. The remaining 76% of Nucor's long-term debt was at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. As of December 31, 2025, there were no such contracts outstanding. Nucor's investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities recorded as short-term investments.Commodity Price Risk - In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap, steel, other ferrous and non-ferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.Natural gas produced by Nucor's production operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States. Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our steel, scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes on the consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At December 31, 2025, accumulated other comprehensive loss, net of income taxes included $13 million in unrealized net-of-tax losses for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period. The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at December 31, 2025, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in millions): CommodityDerivative 10% Change 25% Change Natural gas $ 7 $ 17 Other commodities 24 60 Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.Foreign Currency Risk - Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at December 31, 2025 and 2024 were insignificant. Item 7A. Quantitative and Qualitative Disclosures About Market Risk In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop strategies to manage them. Interest Rate Risk - Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. At December 31, 2025, approximately 24% of Nucor's long-term debt was comprised of instruments with variable interest rates, primarily IDRBs that are adjusted weekly. The remaining 76% of Nucor's long-term debt was at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. As of December 31, 2025, there were no such contracts outstanding. Nucor's investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities recorded as short-term investments. Commodity Price Risk - In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap, steel, other ferrous and non-ferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production. Natural gas produced by Nucor's production operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States. Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our steel, scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes on the consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At December 31, 2025, accumulated other comprehensive loss, net of income taxes included $13 million in unrealized net-of-tax losses for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period. The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at December 31, 2025, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in millions): --- ## New in Current Filing: CommodityDerivative 10% Change 25% Change Natural gas $ 7 $ 17 Other commodities 24 60 Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities. Foreign Currency Risk - Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at December 31, 2025 and 2024 were insignificant. 46 46 Item 8. Financial Statements and Supplementary Data Index to Financial Statements Management's Report on Internal Control Over Financial Reporting 48 Report of PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm (PCAOB ID: 238) 49 Consolidated Balance Sheets 52 Consolidated Statements of Earnings 53 Consolidated Statements of Comprehensive Income 54 Consolidated Statements of Stockholders' Equity 55 Consolidated Statements of Cash Flows 56 Notes to Consolidated Financial Statements 57 Item 8. Financial Statements and Supplementary Data --- ## New in Current Filing: Notes to Consolidated Financial Statements 57 47 47 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGNucor's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Management assessed the effectiveness of Nucor's internal control over financial reporting as of December 31, 2025. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).Based on its assessment, management concluded that Nucor's internal control over financial reporting was effective as of December 31, 2025. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor's internal control over financial reporting as of December 31, 2025 as stated in their report which is included herein. --- ## New in Current Filing: MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Nucor's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of Nucor's internal control over financial reporting as of December 31, 2025. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on its assessment, management concluded that Nucor's internal control over financial reporting was effective as of December 31, 2025. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor's internal control over financial reporting as of December 31, 2025 as stated in their report which is included herein. 48 48 Report of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of Nucor Corporation Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of earnings, of comprehensive income, of stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. --- ## New in Current Filing: Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Nucor Corporation Opinions on the Financial Statements and Internal Control over Financial ReportingWe have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of earnings, of comprehensive income, of stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO. --- ## New in Current Filing: Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of earnings, of comprehensive income, of stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO. --- ## New in Current Filing: Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 49 49 Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment - Certain Reporting Unit in the Steel Products Segment As described in Notes 2 and 8 to the consolidated financial statements, the Company's goodwill balance was $4,297 million as of December 31, 2025, and the goodwill associated with the Steel Products segment was $2,825 million, of which a portion relates to a certain reporting unit. Goodwill is tested annually for impairment, on the first day of the fourth quarter, and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. As disclosed by management, significant assumptions used to determine the fair value of a reporting unit include (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw material costs and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (iii) a discount rate based on management's best estimate of the after-tax weighted-average cost of capital. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for a certain reporting unit in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to sales volumes and prices and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. --- ## New in Current Filing: Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. --- ## New in Current Filing: Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment - Certain Reporting Unit in the Steel Products Segment As described in Notes 2 and 8 to the consolidated financial statements, the Company's goodwill balance was $4,297 million as of December 31, 2025, and the goodwill associated with the Steel Products segment was $2,825 million, of which a portion relates to a certain reporting unit. Goodwill is tested annually for impairment, on the first day of the fourth quarter, and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. As disclosed by management, significant assumptions used to determine the fair value of a reporting unit include (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw material costs and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (iii) a discount rate based on management's best estimate of the after-tax weighted-average cost of capital. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for a certain reporting unit in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's significant assumptions related to sales volumes and prices and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 50 50 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessments, including controls over the valuation of a certain reporting unit in the Steel Products segment. These procedures also included, among others (i) testing management's process for developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales volumes and prices and discount rate. Evaluating management's assumptions related to sales volumes and prices involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption. /s/ PricewaterhouseCoopers LLPCharlotte, North CarolinaFebruary 25, 2026We have served as the Company's auditor since 1989. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessments, including controls over the valuation of a certain reporting unit in the Steel Products segment. These procedures also included, among others (i) testing management's process for developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales volumes and prices and discount rate. Evaluating management's assumptions related to sales volumes and prices involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption. /s/ PricewaterhouseCoopers LLPCharlotte, North CarolinaFebruary 25, 2026 PricewaterhouseCoopers LLP Charlotte, North Carolina We have served as the Company's auditor since 1989. 51 51 CONSOLIDATED BALANCE SHEETS(In millions) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 2,260 $ 3,558 Short-term investments 439 581 Accounts receivable, net 3,105 2,675 Inventories, net 5,462 5,106 Other current assets 499 555 Total current assets 11,765 12,475 Property, plant and equipment, net 15,306 13,243 Goodwill 4,297 4,288 Other intangible assets, net 2,880 3,134 Other assets 856 800 Total assets $ 35,104 $ 33,940 LIABILITIES AND EQUITY Current liabilities: Short-term debt $ 122 $ 225 Current portion of long-term debt and finance lease obligations 90 1,042 Accounts payable 1,890 1,832 Salaries, wages and related accruals 882 903 Accrued expenses and other current liabilities 1,020 975 Total current liabilities 4,004 4,977 Long-term debt and finance lease obligations due after one year 6,909 5,683 Deferred credits and other liabilities 2,067 1,863 Total liabilities 12,980 12,523 Commitments and contingencies Equity Nucor stockholders' equity: Common stock (800.0 shares authorized; 380.2 and 380.2 shares issued, respectively) 152 152 Additional paid-in capital 2,253 2,223 Retained earnings 31,504 30,271 Accumulated other comprehensive loss, net of income taxes (194 ) (208 ) Treasury stock (151.9 and 147.4 shares, respectively) (12,779 ) (12,144 ) Total Nucor stockholders' equity 20,936 20,294 Noncontrolling interests 1,188 1,123 Total equity 22,124 21,417 Total liabilities and equity $ 35,104 $ 33,940 See notes to consolidated financial statements. --- ## New in Current Filing: Current assets: Cash and cash equivalents $ 2,260 $ 3,558 Short-term investments 439 581 Accounts receivable, net 3,105 2,675 Inventories, net 5,462 5,106 Other current assets 499 555 Total current assets 11,765 12,475 --- ## New in Current Filing: Current liabilities: Short-term debt $ 122 $ 225 Current portion of long-term debt and finance lease obligations 90 1,042 Accounts payable 1,890 1,832 Salaries, wages and related accruals 882 903 Accrued expenses and other current liabilities 1,020 975 Total current liabilities 4,004 4,977 --- ## New in Current Filing: Nucor stockholders' equity: Common stock (800.0 shares authorized; 380.2 and 380.2 shares issued, respectively) 152 152 Additional paid-in capital 2,253 2,223 Retained earnings 31,504 30,271 Accumulated other comprehensive loss, net of income taxes (194 ) (208 ) Treasury stock (151.9 and 147.4 shares, respectively) (12,779 ) (12,144 ) Total Nucor stockholders' equity 20,936 20,294 --- ## New in Current Filing: Total liabilities and equity $ 35,104 $ 33,940 See notes to consolidated financial statements. 52 52 CONSOLIDATED STATEMENTS OF EARNINGS(In millions, except per share data) Year Ended December 31, 2025 2024 2023 Net sales $ 32,494 $ 30,734 $ 34,714 Costs, expenses and other: Cost of products sold 28,616 26,632 26,899 Marketing, administrative and other expenses 1,219 1,123 1,585 Equity in earnings of unconsolidated affiliates (35 ) (30 ) (13 ) Losses and impairments of assets 67 137 - Interest expense (income), net 59 (30 ) (30 ) 29,926 27,832 28,441 Earnings before income taxes and noncontrolling interests 2,568 2,902 6,273 Provision for income taxes 530 583 1,360 Net earnings before noncontrolling interests 2,038 2,319 4,913 Earnings attributable to noncontrolling interests 294 292 388 Net earnings attributable to Nucor stockholders $ 1,744 $ 2,027 $ 4,525 Net earnings per share: Basic $ 7.53 $ 8.47 $ 18.05 Diluted $ 7.52 $ 8.46 $ 18.00 See notes to consolidated financial statements. --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- ## New in Current Filing: Costs, expenses and other: Cost of products sold 28,616 26,632 26,899 Marketing, administrative and other expenses 1,219 1,123 1,585 Equity in earnings of unconsolidated affiliates (35 ) (30 ) (13 ) Losses and impairments of assets 67 137 - Interest expense (income), net 59 (30 ) (30 ) 29,926 27,832 28,441 --- ## New in Current Filing: Net earnings per share: Basic $ 7.53 $ 8.47 $ 18.05 Diluted $ 7.52 $ 8.46 $ 18.00 See notes to consolidated financial statements. 53 53 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In millions) Year Ended December 31, 2025 2024 2023 Net earnings before noncontrolling interests $ 2,038 $ 2,319 $ 4,913 Other comprehensive income (loss): Net unrealized loss on hedging derivatives, net of income taxes of ($12), ($3) and ($17) for 2025, 2024 and 2023, respectively (39 ) (6 ) (52 ) Reclassification adjustment for gain (loss) on settlement of hedging derivatives included in net earnings, net of income taxes of $8, $7 and $4 for 2025, 2024 and 2023, respectively 25 21 12 Foreign currency translation gain (loss), net of income taxes of $0 for 2025, 2024 and 2023 34 (61 ) 21 Adjustment to early retiree medical plan, net of income taxes of ($2), $0 and ($2) for 2025, 2024 and 2023, respectively (6 ) - (5 ) Reclassification adjustment for (gain) loss on early retiree medical plan included in net earnings, net of income taxes of $0 for 2025, 2024 and 2023 - - (1 ) Other comprehensive income (loss) 14 (46 ) (25 ) Comprehensive income 2,052 2,273 4,888 Comprehensive income attributable to noncontrolling interests 294 292 388 Comprehensive income attributable to Nucor stockholders $ 1,758 $ 1,981 $ 4,500 See notes to consolidated financial statements. --- ## New in Current Filing: Other comprehensive income (loss): Net unrealized loss on hedging derivatives, net of income taxes of ($12), ($3) and ($17) for 2025, 2024 and 2023, respectively (39 ) (6 ) (52 ) Reclassification adjustment for gain (loss) on settlement of hedging derivatives included in net earnings, net of income taxes of $8, $7 and $4 for 2025, 2024 and 2023, respectively 25 21 12 Foreign currency translation gain (loss), net of income taxes of $0 for 2025, 2024 and 2023 34 (61 ) 21 Adjustment to early retiree medical plan, net of income taxes of ($2), $0 and ($2) for 2025, 2024 and 2023, respectively (6 ) - (5 ) Reclassification adjustment for (gain) loss on early retiree medical plan included in net earnings, net of income taxes of $0 for 2025, 2024 and 2023 - - (1 ) --- ## New in Current Filing: Comprehensive income attributable to Nucor stockholders $ 1,758 $ 1,981 $ 4,500 See notes to consolidated financial statements. 54 54 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(In millions, except per share data) Nucor Stockholders Accumulated Total Additional Other Treasury Stock Nucor Common Stock Paid-in Retained Comprehensive (at cost) Stockholders' Noncontrolling Total Shares Amount Capital Earnings Loss Shares Amount Equity Interests BALANCES, December 31, 2022 $ 19,570 380.2 $ 152 $ 2,144 $ 24,754 $ (137 ) 126.7 $ (8,498 ) $ 18,415 $ 1,155 Net earnings before noncontrolling interests in 2023 4,913 - - - 4,525 - - - 4,525 388 Other comprehensive income (loss) (25 ) - - - - (25 ) - - (25 ) - Stock options exercised 12 - - (3 ) - - (0.2 ) 15 12 - Stock option expense 5 - - 5 - - - - 5 - Issuance of stock under award plans, net of forfeitures 87 - - 24 - - (1.0 ) 63 87 - Amortization of unearned compensation 6 - - 6 - - - - 6 - Treasury stock acquired and net impact of excise tax (1,568 ) - - - - - 9.8 (1,568 ) (1,568 ) - Cash dividends declared ($2.07 per share) (517 ) - - - (517 ) - - - (517 ) - Distributions to noncontrolling interests (435 ) - - - - - - - - (435 ) Acquisition 75 - - - - - - - - 75 BALANCES, December 31, 2023 $ 22,123 380.2 $ 152 $ 2,176 $ 28,762 $ (162 ) 135.3 $ (9,988 ) $ 20,940 $ 1,183 Net earnings before noncontrolling interests in 2024 2,319 - - - 2,027 - - - 2,027 292 Other comprehensive income (loss) (46 ) - - - - (46 ) - - (46 ) - Stock options exercised 4 - - (1 ) - - (0.1 ) 5 4 - Stock option expense 5 - - 5 - - - - 5 - Issuance of stock under award plans, net of forfeitures 109 - - 33 - - (0.9 ) 76 109 - Amortization of unearned compensation 10 - - 10 - - - - 10 - Treasury stock acquired and net impact of excise tax (2,237 ) - - - - - 13.1 (2,237 ) (2,237 ) - Cash dividends declared ($2.17 per share) (518 ) - - - (518 ) - - - (518 ) - Distributions to noncontrolling interests (352 ) - - - - - - - - (352 ) BALANCES, December 31, 2024 $ 21,417 380.2 $ 152 $ 2,223 $ 30,271 $ (208 ) 147.4 $ (12,144 ) $ 20,294 $ 1,123 Net earnings before noncontrolling interests in 2025 2,038 - - - 1,744 - - - 1,744 294 Other comprehensive income (loss) 14 - - - - 14 - - 14 - Stock options exercised 5 - - 2 - - - 3 5 - Stock option expense 5 - - 5 - - - - 5 - Issuance of stock under award plans, net of forfeitures 83 - - 14 - - (0.8 ) 69 83 - Amortization of unearned compensation 9 - - 9 - - - - 9 - Treasury stock acquired and net impact of excise tax (707 ) - - - - - 5.3 (707 ) (707 ) - Cash dividends declared ($2.21 per share) (511 ) - - - (511 ) - - - (511 ) - Distributions to noncontrolling interests (249 ) - - - - - - - - (249 ) Capital contribution from noncontrolling interest 25 - - - - - - - - 25 Other noncontrolling interest activity (5 ) - - - - - - - - (5 ) BALANCES, December 31, 2025 $ 22,124 380.2 $ 152 $ 2,253 $ 31,504 $ (194 ) 151.9 $ (12,779 ) $ 20,936 $ 1,188 See notes to consolidated financial statements. --- ## New in Current Filing: Noncontrolling Total Shares Amount Capital Earnings Loss Shares Amount Equity Interests BALANCES, December 31, 2022 $ 19,570 380.2 $ 152 $ 2,144 $ 24,754 $ (137 ) 126.7 $ (8,498 ) $ 18,415 $ 1,155 Net earnings before noncontrolling interests in 2023 4,913 - - - 4,525 - - - 4,525 388 Other comprehensive income (loss) (25 ) - - - - (25 ) - - (25 ) - Stock options exercised 12 - - (3 ) - - (0.2 ) 15 12 - Stock option expense 5 - - 5 - - - - 5 - Issuance of stock under award plans, net of forfeitures 87 - - 24 - - (1.0 ) 63 87 - Amortization of unearned compensation 6 - - 6 - - - - 6 - Treasury stock acquired and net impact of excise tax (1,568 ) - - - - - 9.8 (1,568 ) (1,568 ) - Cash dividends declared ($2.07 per share) (517 ) - - - (517 ) - - - (517 ) - Distributions to noncontrolling interests (435 ) - - - - - - - - (435 ) Acquisition 75 - - - - - - - - 75 BALANCES, December 31, 2023 $ 22,123 380.2 $ 152 $ 2,176 $ 28,762 $ (162 ) 135.3 $ (9,988 ) $ 20,940 $ 1,183 Net earnings before noncontrolling interests in 2024 2,319 - - - 2,027 - - - 2,027 292 Other comprehensive income (loss) (46 ) - - - - (46 ) - - (46 ) - Stock options exercised 4 - - (1 ) - - (0.1 ) 5 4 - Stock option expense 5 - - 5 - - - - 5 - Issuance of stock under award plans, net of forfeitures 109 - - 33 - - (0.9 ) 76 109 - Amortization of unearned compensation 10 - - 10 - - - - 10 - Treasury stock acquired and net impact of excise tax (2,237 ) - - - - - 13.1 (2,237 ) (2,237 ) - Cash dividends declared ($2.17 per share) (518 ) - - - (518 ) - - - (518 ) - Distributions to noncontrolling interests (352 ) - - - - - - - - (352 ) BALANCES, December 31, 2024 $ 21,417 380.2 $ 152 $ 2,223 $ 30,271 $ (208 ) 147.4 $ (12,144 ) $ 20,294 $ 1,123 Net earnings before noncontrolling interests in 2025 2,038 - - - 1,744 - - - 1,744 294 Other comprehensive income (loss) 14 - - - - 14 - - 14 - Stock options exercised 5 - - 2 - - - 3 5 - Stock option expense 5 - - 5 - - - - 5 - Issuance of stock under award plans, net of forfeitures 83 - - 14 - - (0.8 ) 69 83 - Amortization of unearned compensation 9 - - 9 - - - - 9 - Treasury stock acquired and net impact of excise tax (707 ) - - - - - 5.3 (707 ) (707 ) - Cash dividends declared ($2.21 per share) (511 ) - - - (511 ) - - - (511 ) - Distributions to noncontrolling interests (249 ) - - - - - - - - (249 ) Capital contribution from noncontrolling interest 25 - - - - - - - - 25 Other noncontrolling interest activity (5 ) - - - - - - - - (5 ) BALANCES, December 31, 2025 $ 22,124 380.2 $ 152 $ 2,253 $ 31,504 $ (194 ) 151.9 $ (12,779 ) $ 20,936 $ 1,188 See notes to consolidated financial statements. 55 55 CONSOLIDATED STATEMENTS OF CASH FLOWS(In millions) Year Ended December 31, 2025 2024 2023 Operating activities: Net earnings before noncontrolling interests $ 2,038 $ 2,319 $ 4,913 Adjustments: Depreciation 1,226 1,094 931 Amortization 254 262 238 Stock-based compensation 133 132 130 Deferred income taxes 161 (116 ) 21 Distributions from affiliates 46 25 34 Equity in earnings of unconsolidated affiliates (35 ) (30 ) (13 ) Losses and impairments of assets 47 137 - Changes in assets and liabilities (exclusive of acquisitions and dispositions): Accounts receivable (428 ) 319 664 Inventories (366 ) 518 (75 ) Accounts payable 80 (321 ) 361 Federal income taxes 124 97 188 Salaries, wages and related accruals 2 (385 ) (291 ) Other operating activities (48 ) (72 ) 11 Cash provided by operating activities 3,234 3,979 7,112 Investing activities: Capital expenditures (3,422 ) (3,173 ) (2,214 ) Investment in and advances to affiliates (1 ) - (35 ) Sale of business - 1 - Disposition of plant and equipment 45 17 15 Acquisitions (net of cash acquired) (2 ) (758 ) (71 ) Purchases of investments (985 ) (1,296 ) (1,472 ) Proceeds from the sale of investments 1,140 1,487 1,317 Other investing activities (1 ) (12 ) (36 ) Cash used in investing activities (3,226 ) (3,734 ) (2,496 ) Financing activities: Net change in short-term debt (102 ) 105 (25 ) Proceeds from issuance of long-term debt, net of discount 1,217 - - Repayment of long-term debt (1,015 ) (10 ) (10 ) Bond issuance costs (9 ) - - Proceeds from exercise of stock options 5 4 12 Payment of tax withholdings on certain stock-based compensation (32 ) (53 ) (49 ) Distributions to noncontrolling interests (249 ) (352 ) (435 ) Cash dividends (512 ) (522 ) (515 ) Acquisition of treasury stock (700 ) (2,217 ) (1,554 ) Proceeds from government incentives 77 - - Other financing activities 5 (13 ) (17 ) Cash used in financing activities (1,315 ) (3,058 ) (2,593 ) Effect of exchange rate changes on cash 9 (16 ) 3 (Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents (1,298 ) (2,829 ) 2,026 Cash and cash equivalents and restricted cash and cash equivalents - beginning of year 3,558 6,387 4,361 Cash and cash equivalents and restricted cash and cash equivalents - end of year $ 2,260 $ 3,558 $ 6,387 Non-cash investing activity: Change in accrued plant and equipment purchases $ (26 ) $ 115 $ 1 See notes to consolidated financial statements. --- ## New in Current Filing: Operating activities: Net earnings before noncontrolling interests $ 2,038 $ 2,319 $ 4,913 Adjustments: Depreciation 1,226 1,094 931 Amortization 254 262 238 Stock-based compensation 133 132 130 Deferred income taxes 161 (116 ) 21 Distributions from affiliates 46 25 34 Equity in earnings of unconsolidated affiliates (35 ) (30 ) (13 ) Losses and impairments of assets 47 137 - Changes in assets and liabilities (exclusive of acquisitions and dispositions): Accounts receivable (428 ) 319 664 Inventories (366 ) 518 (75 ) Accounts payable 80 (321 ) 361 Federal income taxes 124 97 188 Salaries, wages and related accruals 2 (385 ) (291 ) Other operating activities (48 ) (72 ) 11 Cash provided by operating activities 3,234 3,979 7,112 --- ## New in Current Filing: Investing activities: Capital expenditures (3,422 ) (3,173 ) (2,214 ) Investment in and advances to affiliates (1 ) - (35 ) Sale of business - 1 - Disposition of plant and equipment 45 17 15 Acquisitions (net of cash acquired) (2 ) (758 ) (71 ) Purchases of investments (985 ) (1,296 ) (1,472 ) Proceeds from the sale of investments 1,140 1,487 1,317 Other investing activities (1 ) (12 ) (36 ) Cash used in investing activities (3,226 ) (3,734 ) (2,496 ) --- ## New in Current Filing: Financing activities: Net change in short-term debt (102 ) 105 (25 ) Proceeds from issuance of long-term debt, net of discount 1,217 - - Repayment of long-term debt (1,015 ) (10 ) (10 ) Bond issuance costs (9 ) - - Proceeds from exercise of stock options 5 4 12 Payment of tax withholdings on certain stock-based compensation (32 ) (53 ) (49 ) Distributions to noncontrolling interests (249 ) (352 ) (435 ) Cash dividends (512 ) (522 ) (515 ) Acquisition of treasury stock (700 ) (2,217 ) (1,554 ) Proceeds from government incentives 77 - - Other financing activities 5 (13 ) (17 ) Cash used in financing activities (1,315 ) (3,058 ) (2,593 ) --- ## New in Current Filing: Non-cash investing activity: Change in accrued plant and equipment purchases $ (26 ) $ 115 $ 1 See notes to consolidated financial statements. 56 56 NUCOR CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSYEARS ENDED DECEMBER 31, 2025, 2024 AND 20231. Nature of Operations and Basis of PresentationNature of OperationsNucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, with operating facilities and customers primarily located in North America.Principles of ConsolidationThe consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company (Limited Partnership) ("Nucor-Yamato"), California Steel Industries, Inc. ("CSI"), and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). Nucor owns a 51% controlling interest in each of Nucor-Yamato, CSI and NJSM. All intercompany transactions are eliminated.Distributions are made to noncontrolling interest partners in Nucor-Yamato in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay its U.S. federal and state income taxes. Distributions are made to noncontrolling interest partners in CSI in accordance with the stockholder agreement.Distributions are made to the noncontrolling interest partner in NJSM in accordance with the joint venture agreement.Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.2. Summary of Significant Accounting PoliciesCash and Cash EquivalentsCash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.Short-term InvestmentsShort-term investments are recorded at fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss) if material. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date. --- ## New in Current Filing: YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023 1. Nature of Operations and Basis of PresentationNature of OperationsNucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, with operating facilities and customers primarily located in North America.Principles of ConsolidationThe consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company (Limited Partnership) ("Nucor-Yamato"), California Steel Industries, Inc. ("CSI"), and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). Nucor owns a 51% controlling interest in each of Nucor-Yamato, CSI and NJSM. All intercompany transactions are eliminated.Distributions are made to noncontrolling interest partners in Nucor-Yamato in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay its U.S. federal and state income taxes. Distributions are made to noncontrolling interest partners in CSI in accordance with the stockholder agreement.Distributions are made to the noncontrolling interest partner in NJSM in accordance with the joint venture agreement.Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. --- ## New in Current Filing: 1. Nature of Operations and Basis of Presentation Nature of Operations Nucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, with operating facilities and customers primarily located in North America. Principles of Consolidation The consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company (Limited Partnership) ("Nucor-Yamato"), California Steel Industries, Inc. ("CSI"), and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). Nucor owns a 51% controlling interest in each of Nucor-Yamato, CSI and NJSM. All intercompany transactions are eliminated. Distributions are made to noncontrolling interest partners in Nucor-Yamato in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay its U.S. federal and state income taxes. Distributions are made to noncontrolling interest partners in CSI in accordance with the stockholder agreement. Distributions are made to the noncontrolling interest partner in NJSM in accordance with the joint venture agreement. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. 2. Summary of Significant Accounting PoliciesCash and Cash EquivalentsCash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.Short-term InvestmentsShort-term investments are recorded at fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss) if material. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date. --- ## New in Current Filing: 2. Summary of Significant Accounting Policies Cash and Cash EquivalentsCash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions. Cash and Cash Equivalents Cash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions. three months or less Short-term InvestmentsShort-term investments are recorded at fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss) if material. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date. Short-term Investments Short-term investments are recorded at fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss) if material. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date. 57 57 InventoriesInventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company's inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.Property, Plant and EquipmentProperty, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions, which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred.Goodwill and Other IntangiblesGoodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the operating segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods.Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis.Long-Lived Asset ImpairmentsWe evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value. InventoriesInventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company's inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.Property, Plant and EquipmentProperty, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions, which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred.Goodwill and Other IntangiblesGoodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the operating segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods.Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis.Long-Lived Asset ImpairmentsWe evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value. InventoriesInventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company's inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced. Inventories Inventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company's inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced. Property, Plant and EquipmentProperty, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions, which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred. Property, Plant and Equipment Property, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions, which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred. Goodwill and Other IntangiblesGoodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the operating segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods.Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis. Goodwill and Other Intangibles Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the operating segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis. Long-Lived Asset ImpairmentsWe evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value. Long-Lived Asset Impairments We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value. 58 58 Equity Method InvestmentsInvestments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value.Revenue RecognitionNucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information.Income TaxesNucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses.Stock-Based CompensationThe Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience.Foreign Currency TranslationFor Nucor's operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity's financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period in which they occur.Recently Issued Accounting PronouncementsIn November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim Equity Method InvestmentsInvestments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value.Revenue RecognitionNucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information.Income TaxesNucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses.Stock-Based CompensationThe Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience.Foreign Currency TranslationFor Nucor's operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity's financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period in which they occur.Recently Issued Accounting PronouncementsIn November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim Equity Method InvestmentsInvestments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value. Equity Method Investments Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value. Revenue RecognitionNucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information. Revenue Recognition Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information. Income TaxesNucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses. Income Taxes Nucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses. Stock-Based CompensationThe Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience. Stock-Based Compensation The Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience. Foreign Currency TranslationFor Nucor's operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity's financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period in which they occur. Foreign Currency Translation For Nucor's operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity's financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period in which they occur. Recently Issued Accounting PronouncementsIn November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim Recently Issued Accounting Pronouncements In November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim 59 59 periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements.Recently Adopted Accounting PronouncementsIn December 2023, new accounting guidance was issued related to income tax disclosures. The new accounting guidance requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. We adopted this new accounting guidance and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025. The adoption of this new accounting guidance affects only our disclosures, with no impacts to our results of operations and financial condition.3. Short-term InvestmentsNucor held $439 million of short-term investments as of December 31, 2025 ($581 million as of December 31, 2024). The investments held as of December 31, 2025 and December 31, 2024 consisted mainly of certificates of deposit, commercial paper, corporate bonds, money market funds and U.S. government securities, which were classified as available-for-sale. Interest income was recorded as earned.Realized and unrealized gains or losses on these investments have been deemed immaterial for disclosure by Nucor management.Short-term investments have maturities of less than one year.4. Accounts ReceivableAn allowance for credit losses is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for credit losses of $81 million at December 31, 2025 ($115 million at December 31, 2024 and $127 million at December 31, 2023).5. InventoriesInventories consisted of approximately 35% raw materials and supplies and 65% finished and semi-finished products at December 31, 2025 (approximately 34% and 66%, respectively, at December 31, 2024). Nucor's manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.6. LeasesWe lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or sometimes more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to control the periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements.Recently Adopted Accounting PronouncementsIn December 2023, new accounting guidance was issued related to income tax disclosures. The new accounting guidance requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. We adopted this new accounting guidance and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025. The adoption of this new accounting guidance affects only our disclosures, with no impacts to our results of operations and financial condition. periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements.Recently Adopted Accounting PronouncementsIn December 2023, new accounting guidance was issued related to income tax disclosures. The new accounting guidance requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. We adopted this new accounting guidance and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025. The adoption of this new accounting guidance affects only our disclosures, with no impacts to our results of operations and financial condition. periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements. Recently Adopted Accounting Pronouncements In December 2023, new accounting guidance was issued related to income tax disclosures. The new accounting guidance requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. We adopted this new accounting guidance and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025. The adoption of this new accounting guidance affects only our disclosures, with no impacts to our results of operations and financial condition. 3. Short-term InvestmentsNucor held $439 million of short-term investments as of December 31, 2025 ($581 million as of December 31, 2024). The investments held as of December 31, 2025 and December 31, 2024 consisted mainly of certificates of deposit, commercial paper, corporate bonds, money market funds and U.S. government securities, which were classified as available-for-sale. Interest income was recorded as earned.Realized and unrealized gains or losses on these investments have been deemed immaterial for disclosure by Nucor management.Short-term investments have maturities of less than one year. --- ## New in Current Filing: 3. Short-term Investments Nucor held $439 million of short-term investments as of December 31, 2025 ($581 million as of December 31, 2024). The investments held as of December 31, 2025 and December 31, 2024 consisted mainly of certificates of deposit, commercial paper, corporate bonds, money market funds and U.S. government securities, which were classified as available-for-sale. Interest income was recorded as earned. Realized and unrealized gains or losses on these investments have been deemed immaterial for disclosure by Nucor management. Short-term investments have maturities of less than one year. 4. Accounts ReceivableAn allowance for credit losses is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for credit losses of $81 million at December 31, 2025 ($115 million at December 31, 2024 and $127 million at December 31, 2023). --- ## New in Current Filing: 4. Accounts Receivable An allowance for credit losses is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for credit losses of $81 million at December 31, 2025 ($115 million at December 31, 2024 and $127 million at December 31, 2023). 5. InventoriesInventories consisted of approximately 35% raw materials and supplies and 65% finished and semi-finished products at December 31, 2025 (approximately 34% and 66%, respectively, at December 31, 2024). Nucor's manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined. --- ## New in Current Filing: 5. Inventories Inventories consisted of approximately 35% raw materials and supplies and 65% finished and semi-finished products at December 31, 2025 (approximately 34% and 66%, respectively, at December 31, 2024). Nucor's manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined. 6. LeasesWe lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or sometimes more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to control the 6. Leases We lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or sometimes more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise. can extend the lease term from one one one to five years five years or sometimes We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to control the 60 60 use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.Supplemental statement of earnings information related to our leases is as follows (in millions): Year Ended December 31, Statement of Earnings Classification 2025 2024 2023 Operating lease cost Cost of products sold $ 30 $ 18 $ 27 Operating lease cost Marketing, administrative andother expenses 3 11 3 Total operating lease cost $ 33 $ 29 $ 30 Finance lease cost: Amortization of leased assets Cost of products sold $ 22 $ 30 $ 19 Interest on lease liabilities Interest expense, net 12 3 12 Total finance lease cost $ 34 $ 33 $ 31 Total lease cost $ 67 $ 62 $ 61 Supplemental cash flow information related to our leases is as follows (in millions): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 32 $ 30 $ 30 Operating cash flows from finance leases $ 12 $ 11 $ 12 Financing cash flows from finance leases $ 19 $ 14 $ 17 Non-cash investing and financing activities: Additions to right-of-use assets obtained from Operating lease liabilities $ 36 $ 36 $ 27 Finance lease liabilities $ 91 $ 15 $ 16 use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.Supplemental statement of earnings information related to our leases is as follows (in millions): Year Ended December 31, Statement of Earnings Classification 2025 2024 2023 Operating lease cost Cost of products sold $ 30 $ 18 $ 27 Operating lease cost Marketing, administrative andother expenses 3 11 3 Total operating lease cost $ 33 $ 29 $ 30 Finance lease cost: Amortization of leased assets Cost of products sold $ 22 $ 30 $ 19 Interest on lease liabilities Interest expense, net 12 3 12 Total finance lease cost $ 34 $ 33 $ 31 Total lease cost $ 67 $ 62 $ 61 Supplemental cash flow information related to our leases is as follows (in millions): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 32 $ 30 $ 30 Operating cash flows from finance leases $ 12 $ 11 $ 12 Financing cash flows from finance leases $ 19 $ 14 $ 17 Non-cash investing and financing activities: Additions to right-of-use assets obtained from Operating lease liabilities $ 36 $ 36 $ 27 Finance lease liabilities $ 91 $ 15 $ 16 use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Supplemental statement of earnings information related to our leases is as follows (in millions): Year Ended December 31, Statement of Earnings Classification 2025 2024 2023 Operating lease cost Cost of products sold $ 30 $ 18 $ 27 Operating lease cost Marketing, administrative andother expenses 3 11 3 Total operating lease cost $ 33 $ 29 $ 30 Finance lease cost: Amortization of leased assets Cost of products sold $ 22 $ 30 $ 19 Interest on lease liabilities Interest expense, net 12 3 12 Total finance lease cost $ 34 $ 33 $ 31 Total lease cost $ 67 $ 62 $ 61 Supplemental statement of earnings information related to our leases is as follows (in millions): --- ## New in Current Filing: Statement of Earnings Classification 2025 2024 2023 Operating lease cost Cost of products sold $ 30 $ 18 $ 27 Operating lease cost Marketing, administrative andother expenses 3 11 3 Total operating lease cost $ 33 $ 29 $ 30 Finance lease cost: Amortization of leased assets Cost of products sold $ 22 $ 30 $ 19 Interest on lease liabilities Interest expense, net 12 3 12 Total finance lease cost $ 34 $ 33 $ 31 Total lease cost $ 67 $ 62 $ 61 Supplemental cash flow information related to our leases is as follows (in millions): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 32 $ 30 $ 30 Operating cash flows from finance leases $ 12 $ 11 $ 12 Financing cash flows from finance leases $ 19 $ 14 $ 17 Non-cash investing and financing activities: Additions to right-of-use assets obtained from Operating lease liabilities $ 36 $ 36 $ 27 Finance lease liabilities $ 91 $ 15 $ 16 Supplemental cash flow information related to our leases is as follows (in millions): --- ## New in Current Filing: Year Ended December 31, 2025 2024 % Change Steel mills $ 20,003 $ 18,734 7 % Steel products 10,327 10,085 2 % Raw materials 2,164 1,915 13 % Total net sales to external customers $ 32,494 $ 30,734 6 % Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025. In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands): --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*