Nucor (NUE) 10-K risk factor changes: FY2025 vs FY2024

The factors described below are some of the risks that could materially negatively affect our business, [removed: financial condition,] results of [removed: operations] [added: operations, financial condition] and cash flows.

[removed: *Overcapacity] [added: Overcapacity] in the global steel industry could increase the level of steel imports into the United States, which may negatively affect our business, results of operations, financial condition and cash [removed: flows.*][added: flows*.*]

China continues to be a significant contributor to excess steelmaking capacity, producing more than one billion [added: net] tons of steel in each of the past [removed: five] [added: eight] years, despite experiencing slower economic growth.

There can be no assurance as to when or if [added: the] Section 232 or other import tariffs, quotas or other duties may be enacted, enforced, extended, modified or terminated in the future.

[removed: *Our] [added: 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 [removed: flows.*][added: flows.]

Our business supports cyclical industries, such as the construction, energy, metals service centers, [added: appliance and automotive industries.]

[removed: *Competition] [added: Competition] from other steel producers, imports or alternative materials may negatively affect our business, results of operations, financial condition and cash [removed: flows.*][added: flows.]

[removed: *Our] [added: Our] business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash [removed: requirements.*][added: requirements.]

For the three-year period ended December 31, [removed: 2024,] [added: 2025,] our total capital expenditures were approximately [removed: $7.46] [added: $8.90] billion.

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 [removed: $1.75] [added: $2.25] billion unsecured revolving credit facility, we cannot guarantee that this will be the case.

[removed: *Changes] [added: 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 [removed: flows.*][added: flows.]

[removed: *Our] [added: 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 [removed: steel.*][added: steel*.*]

[removed: In addition, to the extent that we have quoted prices to our customers and accepted customer] 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.

[removed: *Our] [added: 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 [removed: flows.*][added: flows.]

Most notably, the uncertainty of policies, enforcement priorities, legislation and [added: international] regulations related to climate change mitigation strategies pose the greatest risk.

Furthermore, Nucor steel mills use significant amounts of electricity as [removed: all] [added: 100%] of [removed: its] [added: our] mills utilize [removed: EAFs] [added: EAF technology] for [removed: 100% of their] [added: our] steel melting operations and the decarbonization of electricity generation may lead to high power costs and [removed: decreased] [added: uncertainty in] reliability.

[removed: *Environmental] [added: Environmental] regulation compliance and remediation could result in substantially increased costs and materially adversely impact our competitive [removed: position.*][added: position.]

In addition to the [removed: above mentioned] [added: above-mentioned] statutes, revisions to National Ambient Air Quality Standards [removed: (NAAQS),] [added: ("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.

Emission reductions for existing operations due to a NAAQS revision [removed: can] [added: may] also be required.

[removed: *Emerging] [added: Emerging] customer preferences for greater product transparency and less GHG intensive materials may put us at a competitive disadvantage [removed: or reduce demand for our products.*][added: as a carbon steel producer.]

[removed: EPD legislation] has [removed: caused Nucor to incur additional costs and has] the potential to put Nucor and its customers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate [added: and track] products produced by foreign producers.

[removed: *We] [added: We] are subject to information technology and cybersecurity threats which could have an adverse effect on our business and results of [removed: operations.*][added: operations.]

We also could be required to spend significant financial and other resources to remedy the damage caused by a [removed: cyber-security] [added: cybersecurity] breach, including to repair or replace networks and information technology systems.

We may also contend with potential liability for stolen information, increased [removed: cyber-security] [added: cybersecurity] protection costs, litigation expense and increased insurance premiums.

[removed: *Our] [added: Our] operations are subject to business interruptions and casualty [removed: losses.*][added: losses.]

[removed: *We] [added: We] acquire businesses and enter into joint ventures from time to time and we may encounter difficulties in integrating businesses we [removed: acquire.*][added: acquire.]

[removed: *Risks] [added: Risks] associated with operating in international markets may negatively affect our business, results of operations, financial condition and cash [removed: flows.*][added: flows.]

[removed: These risks could restrict] our [removed: ability to operate our] international businesses profitably and therefore have a negative impact on our [removed: financial position and] results of [removed: operations.][added: operations and financial condition.]

[removed: *Pandemics,] [added: 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 [removed: flows.*][added: flows.]

[removed: *The] [added: The] accounting treatment of equity method investments, goodwill and other long-lived assets could result in future asset impairments, which would reduce our [removed: earnings.*][added: earnings.]

[removed: *Tax] [added: 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 [removed: flows.*][added: flows.]

[removed: *We] [added: We] are subject to legal proceedings and legal compliance [removed: risks.*][added: risks*.*]

Legal Proceedings.” A negative outcome in an unusual or significant legal proceeding or compliance investigation could adversely affect our [removed: financial condition and] results of [removed: operations.][added: operations and financial condition.]

The Organisation for Economic Co-operation and Development (the “OECD”) has estimated global steel production overcapacity to be approximately 704 million net tons in 2025.

This level of excess capacity is eight times the current annual steel production in the United States.

As a result, the OECD projects that excess global steel capacity could increase nearly 20% to an estimated 795 million net tons by 2027.

After recent years of weakened effectiveness due to country exemptions and product exclusions, steel tariffs first imposed in 2018 under Section 232 of the Trade Expansion Act were fully reinstated in 2025 without exceptions or exclusions, and were broadened to cover approximately 600 fabricated steel products.

These comprehensive tariffs have been more effective in combating circumvention behaviors and keeping unfairly traded imports out of the U.S. market.

In addition, to the extent that we have quoted prices to our customers and accepted customer

EPD legislation has caused Nucor to incur additional costs and

These risks could restrict our ability to operate

The OECD has estimated that global steel production overcapacity could grow to 710 million tons in 2025, with additional capacity expected to come online over the next few years.

In 2018, a 25% tariff or quota limits were imposed under the first Trump Administration under Section 232 of the Trade Expansion Act on all imported steel products for an indefinite period of time.

However, over time the Section 232 measures were weakened through country exemptions, quota arrangements and individual product exclusions.

As a result, the Section 232 program’s coverage narrowed significantly since its initial implementation, with duties eventually applicable to less than 20% of total import volumes.

Most recently, on February 10, 2025, President Trump issued an executive order reimposing Section 232 25% tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products.

This order is scheduled to go into effect on March 12, 2025.

appliance and automotive industries.

The federal government has also implemented a "Buy Clean" guidance associated with the Inflation Reduction Act.

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, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Information concerning the year ended December 31, [removed: 2023] [added: 2024] and a comparison of the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 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, [removed: 2023,] [added: 2024,] filed with the SEC on February 27, [removed: 2024.][added: 2025.]

[removed: As a result, operating] [added: Operating] rates at our steel mills for the full year [removed: 2024 decreased slightly] [added: 2025 increased] to [removed: 76%] [added: 83%] as compared to [removed: 78%] [added: 76%] for the full year [removed: 2023.][added: 2024, with higher shipments across our sheet, bar, plate, and structural mills.]

Global steel production overcapacity continues to be an ongoing risk to Nucor and the [removed: health of the] entire steel industry.

[removed: The Organisation for Economic Co-operation and Development ( the “OECD”) estimated that global crude steel production overcapacity would grow from approximately 632 million net tons in 2024 to approximately 710 million net tons in 2025.However,] [added: However,] additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.

In [removed: 2024,] [added: 2025,] China’s steel production was more than 1 billion [added: net] tons for the [removed: fifth] [added: eighth] consecutive [removed: year.][added: year, and China exported a record 131 million net tons to offset weak domestic consumption.]

[added: Certain scrap] substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this inventory management strategy difficult to achieve.

Risk [removed: Factors- Industry] [added: Factors-Industry] Specific Risk Factors" for further discussion of raw material risks.

During periods of weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of [removed: imports create an even more intensified competitive environment and increased pricing pressure.]

Approximately [removed: 80%] [added: 85%] of our sheet sales were to contract customers in [removed: 2024,] [added: 2025,] with the balance being sold in the spot market at the prevailing prices at the time of sale.

In such times, our incentive-based pay system reduces our payroll costs, both hourly and salary, which helps to offset lower [added: 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 [removed: forced] [added: compelled] to shut down some of their facilities.

[removed: Most of the steel we produce in our mills is sold to outside customers (80% in both 2024 and 2023), but a] significant percentage is used internally by many of the facilities in our steel products segment (20% in both [removed: 2024] [added: 2025] and [removed: 2023).][added: 2024).]

Comparison of [removed: 2024] [added: 2025] to [removed: 2023][added: 2024]

Nucor reported consolidated net earnings of [removed: $2.03] [added: $1.74] billion, or [removed: $8.46] [added: $7.52] per diluted share, in [removed: 2024,] [added: 2025,] which decreased compared to [removed: $4.53] [added: $2.03] billion, or [removed: $18.00] [added: $8.46] per diluted share, in [removed: 2023.][added: 2024.]

The primary driver [removed: for] [added: of] the decrease in earnings in [removed: 2024] [added: 2025] as compared to [removed: 2023] [added: 2024] was the decreased [removed: earnings] [added: profitability] of the steel products segment.

The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

Net sales to external customers by segment for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows (in millions):

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | % Change | | |

| Steel mills | | $ | [removed: 18,734] [added: 20,003] | | | $ | [removed: 20,093] [added: 18,734] | | | | [removed: \-7] [added: 7] | % |

| Steel products | | | [removed: 10,085] [added: 10,327] | | | | [removed: 12,759] [added: 10,085] | | | | [removed: \-21] [added: 2] | % |

| Raw materials | | | [removed: 1,915] [added: 2,164] | | | | [removed: 1,862] [added: 1,915] | | | | [removed: 3] [added: 13] | % |

| Total net sales to external customers | | $ | [removed: 30,734] [added: 32,494] | | | $ | [removed: 34,714] [added: 30,734] | | | | [removed: \-11] [added: 6] | % |

Net sales for [removed: 2024 decreased 11%] [added: 2025 increased 6%] from the prior year.

Average sales price per ton decreased [removed: 10%] [added: 2%] from [removed: $1,377] [added: $1,241] in [removed: 2023] [added: 2024] to [removed: $1,241] [added: $1,221] in [removed: 2024.][added: 2025.]

Total tons shipped to outside customers [removed: decreased 2%] [added: increased 7%] from [removed: 25,205,000] [added: 24,767,000] tons in [removed: 2023] [added: 2024] to [removed: 24,767,000] [added: 26,615,000] tons in [removed: 2024.][added: 2025.]

In the steel mills segment, sales tons for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows (in thousands):

| Outside steel shipments | | | [removed: 18,480] [added: 19,848] | | | | [removed: 18,552] [added: 18,480] | | | [removed: \-] | [added: 7] | [added: %] |

| Inside steel shipments | | | [removed: 4,646] [added: 5,423] | | | | [removed: 4,721] [added: 4,646] | | | | [removed: \-2] [added: 17] | % |

| Total steel shipments | | | [removed: 23,126] [added: 25,271] | | | | [removed: 23,273] [added: 23,126] | | | | [removed: \-1] [added: 9] | % |

Net sales for the steel [removed: mills] [added: products] segment [removed: decreased 7%] [added: increased 2%] in [removed: 2024 compared to] [added: 2025 from] the prior year due to [removed: an 7%] [added: a 9% increase in volumes, partially offset by a 6%] decrease in the average sales price per ton, from [removed: $1,084] [added: $2,510] in [removed: 2023] [added: 2024] to [removed: $1,013] [added: $2,348] in [removed: 2024.][added: 2025.]

Outside sales tonnage for the steel products segment for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] was as follows (in thousands):

| Rebar fabrication sales | | | [removed: 1,020] [added: 1,179] | | | | [removed: 1,169] [added: 1,020] | | | | [removed: \-13] [added: 16] | % |

| Tubular products sales | | | [removed: 856] [added: 947] | | | | [removed: 949] [added: 856] | | | | [removed: \-10] [added: 11] | % |

| Building systems sales | | | [removed: 238] [added: 228] | | | | [removed: 248] [added: 238] | | | | \-4 | % |

| Other steel products sales | | | [removed: 1,192] [added: 1,172] | | | | [removed: 1,209] [added: 1,192] | | | | [removed: \-1] [added: \-2] | % |

| Total steel products sales | | | [removed: 4,018] [added: 4,397] | | | | [removed: 4,486] [added: 4,018] | | | | [removed: \-10] [added: 9] | % |

Net sales for the raw materials segment increased [removed: 3%] [added: 13%] in [removed: 2024] [added: 2025] from the prior year, primarily due to increased [added: average sales price and] volumes at DJJ’s brokerage operations.

In [removed: 2024,] [added: 2025,] approximately [removed: 93%] [added: 95%] of outside sales for the raw materials segment were from [removed: the] [added: DJJ's] brokerage [removed: operations of DJJ,] [added: operations,] and approximately [removed: 4%] [added: 3%] of outside sales were from [removed: the] [added: DJJ's] scrap processing operations [removed: of DJJ (92%] [added: (93%] and 4%, respectively, in [removed: 2023).][added: 2024).]

Nucor’s operating performance in 2025 reflected modest domestic steel demand growth and lower import levels.

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.

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.

imports create an even more intensified competitive environment and increased pricing pressure.

Most of the steel we produce in our mills is sold to outside customers (80% in both 2025 and 2024), but a

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.

| | | 2025 | | | | 2024 | | | | % Change | | |

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.

| | | 2025 | | | | 2024 | | | | % Change | | |

| Joist and deck sales | | | 871 | | | | 712 | | | | 22 | % |

Impacting the increase in marketing, administrative and other expenses in 2025 as compared to 2024 were fair market value adjustments of our Level 1 investments and expenses associated with restructuring initiatives in the steel mills segment.

Those charges primarily consisted of the following: $39 million related to the closure or repurposing of certain facilities in the steel products segment and $23 million primarily related to the repurposing of a facility in the steel mills segment.

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law.

Nucor has reflected the enactment of the OBBBA in the 2025 financial statements as required by accounting principles generally accepted in the United States.

The impact of the OBBBA on Nucor's provision for income taxes was immaterial.

Agency.

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.

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.

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

This compares to accounts receivable at year-end 2024 decreasing from year-end 2023 and resulting in a $319 million cash inflow.

This compares to salaries, wages and related accruals at year-end 2024 decreasing from year-end 2023 and resulting in a $385 million cash outflow.

Net proceeds from the issuance and sale of the Notes were used during the second quarter of 2025 to redeem all of the outstanding $1.00 billion aggregate principal amount of the 2025 Notes pursuant to the terms of the indenture governing the 2025 Notes.

Furthermore, in November 2025, Nucor issued $220 million in 40-year variable rate West Virginia Economic Development Authority IDRBs to partially fund the construction of the West Virginia sheet mill.

In March 2025, Nucor amended and restated its revolving credit facility to increase the borrowing capacity from $1.75 billion to $2.25 billion and to extend its maturity date to March 11, 2030.

consolidations, mergers and sales of assets.

| 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 | |

| Raw material purchase commitments (2) | | | 2,521 | | | | 1,349 | | | | 773 | | | | 140 | | | | 259 | |

| Utility purchase commitments (2) | | | 934 | | | | 386 | | | | 277 | | | | 140 | | | | 131 | |

While the U.S. economy and consumer confidence remained resilient in 2024, steel market demand softened, particularly in regard to high interest rate-sensitive construction sectors and due to economic and political uncertainty in the run-up to the presidential election.

Legislation passed by Congress is providing more than $1.5 trillion to rebuild traditional infrastructure, build-out clean energy infrastructure and re-shore semiconductor chip manufacturing back to the United States.

Funding from the Infrastructure Investment & Jobs Act (IIJA) is taking longer than expected to impact the steel market and has been less steel intensive than initially estimated.

Since being signed into law, the CHIPS Act of 2022 has generated announcements for dozens of new semiconductor ecosystem projects in the U.S. representing more than $400 billion in private investments.

Strong Buy America requirements in the IIJA and the Inflation Reduction Act will promote domestically produced steel being used to rebuild U.S. infrastructure and build-out new clean energy infrastructure.

More than half of Nucor products are shipped into the construction market, and Nucor’s 100% domestically melted-and-poured steel and lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner.

It is unclear if the change in the presidential administration will impact any steel intensive projects funded under these federal programs going forward.

Certain scrap

selling prices.

Earnings decreased across all three operating segments in 2024 as compared to 2023.

The steel products segment experienced decreased average selling prices and lower volumes in 2024 as compared to 2023.

The decrease in profitability of our joist and deck businesses had the greatest impact on the decrease in profitability of the steel products segment in 2024 as compared to 2023, as average selling prices and volumes continued to moderate from the historically high levels reached in 2022.

Despite comparable volumes, earnings in the steel mills segment decreased in 2024 as compared to

2023 primarily due to lower average selling prices which drove lower metal margins.

Also contributing to the decrease in earnings in the steel mills segment in 2024 as compared to 2023 was the increase in pre-operating and start-up costs related to several growth investments that are in various stages of construction or start-up within the segment.

Earnings in the raw materials segment decreased in 2024 as compared to 2023 due to the decreased profitability of DJJ’s scrap processing operations and the impact of an $83 million impairment charge of a long-term note receivable that management determined was no longer collectible.

Average selling prices for our sheet, bar, structural, and plate mills decreased in 2024 as compared to 2023.

| Joist sales | | | 391 | | | | 510 | | | | \-23 | % |

| Deck sales | | | 321 | | | | 401 | | | | \-20 | % |

Net sales for the steel products segment decreased 21% in 2024 from the prior year due to a 12% decrease in the average sales price per ton, from $2,845 in 2023 to $2,510 in 2024, as well as a 10% decrease in volumes.

Despite the decrease in average scrap and scrap substitute costs in 2024 compared to 2023, metal margins decreased as the decrease in average selling prices was greater than the decrease in average scrap and scrap substitute costs.

Pre-operating and start-up costs in 2023 primarily related to the plate mill then being built in Kentucky, the sheet mill being built in West Virginia, and the micro mill being built in North Carolina.

In October 2023, Nucor purchased an additional 1% interest in NJSM, bringing our investment in NJSM to a 51% controlling interest.

Beginning in the fourth quarter of 2023, Nucor has accounted for NJSM on a consolidated basis.

| | | 2024 | | | | 2023 | | |

Furthermore, the decrease in earnings attributable to noncontrolling interests was due to the losses of NJSM, for which results were consolidated beginning in the fourth quarter of 2023 following Nucor's purchase of an additional 1% interest in NJSM to bring the total investment to a 51% controlling interest.

The 2024 effective tax rate includes an increased impact, when compared to 2023, related to federal tax credits and the change in relative proportions of net earnings attributable to noncontrolling interests to total pre-tax earnings between the periods.

The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2015, 2019, and 2020 federal income tax returns.

On April 25, 2022, Nucor redeemed all $500 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and sale of the 2032/2052 Notes.

On August 15, 2022, Nucor redeemed all $600 million aggregate principal amount outstanding of the 2022 Notes using the remaining portion of the net proceeds from the issuance and sale of the 2032/2052 Notes.

| Restricted cash and cash equivalents | | | \- | | | | 4 | |

These ratios compare with accounts receivable turnover of approximately every five weeks and inventory turnover of approximately every 11 weeks for 2023.

In 2022, Nucor issued $500 million aggregate principal amount of the 2025 Notes, $500 million aggregate principal amount of the 2027 Notes, $550 million aggregate principal amount of the 2032 Notes and $550 million aggregate principal amount of the 2052 Notes.

On April 25, 2022, Nucor redeemed all $500 million aggregate principal amount outstanding of the 2023 Notes.

On August 15, 2022, Nucor redeemed all $600 million aggregate principal amount outstanding of the 2022 Notes.

Our $1.75 billion revolving credit facility is undrawn and has a maturity date of November 5, 2026.

| Long-term debt | | $ | 6,725 | | | $ | 1,025 | | | $ | 597 | | | $ | 619 | | | $ | 4,484 | |

| Estimated interest on long-term debt (1) | | | 3,324 | | | | 238 | | | | 432 | | | | 361 | | | | 2,293 | |

| Raw material purchase commitments (2) | | | 2,972 | | | | 1,313 | | | | 942 | | | | 435 | | | | 282 | |

| Utility purchase commitments (2) | | | 1,164 | | | | 364 | | | | 331 | | | | 221 | | | | 248 | |

At December 31, [removed: 2024,] [added: 2025,] approximately [removed: 21%] [added: 24%] of Nucor’s long-term debt was comprised of instruments with variable interest rates, primarily IDRBs that are adjusted weekly.

The remaining [removed: 79%] [added: 76%] of Nucor’s long-term debt was at fixed rates.

As of December 31, [removed: 2024,] [added: 2025,] there were no such contracts outstanding.

*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 [removed: nonferrous] [added: non-ferrous] metals, alloys and natural gas.

At December 31, [removed: 2024,] [added: 2025,] accumulated other comprehensive loss, net of income taxes included [removed: $1] [added: $13] million in unrealized net-of-tax [removed: gains] [added: losses] for the fair value of these derivative instruments.

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, [removed: 2024,] [added: 2025,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in millions):

| Natural gas | | $ | [removed: 11] [added: 7] | | | $ | [removed: 28] [added: 17] | |

| Other commodities | | | [removed: 9] [added: 24] | | | | [removed: 23] [added: 60] | |

Open foreign currency derivative contracts at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were insignificant.

In [removed: 2024,] [added: 2025,] we recycled approximately [removed: 18] [added: 20] million gross tons of scrap steel.

The steel mills segment is Nucor’s largest segment, representing [removed: 61%] [added: 62%] of the Company’s sales to external customers in the year ended December 31, [removed: 2024.][added: 2025.]

We believe that the [removed: Expand Beyond] growth opportunities we are pursuing leverage our core competency as a highly efficient, industrial manufacturer working primarily with steel and steel [removed: products, while positioning us to generate attractive profit margins and returns on our invested capital selling products into growing end-use markets.][added: products.]

The steel mills segment sold [added: approximately 19,848,000 tons to outside customers in 2025.]

[removed: In 2024, 80% of the shipments made by our] steel mills segment were to external customers.

The remaining [removed: 20%] [added: 21%] of the steel mills segment’s shipments went to our steel products segment.

Considering Nucor’s production capabilities and the mix of bar products generally produced and marketed, the capacity of the bar mills is estimated at approximately [removed: 9,560,000] [added: 9,800,000] tons per year.

In April 2022, Nucor announced that it [removed: will] [added: would] build a new rebar micro mill, with spooling capabilities, in Lexington, North Carolina.

Included in our six sheet mills is California Steel Industries, [removed: Inc.,] [added: Inc. ("CSI"),] in which Nucor has a 51% controlling ownership position.

Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately [removed: 14,600,000] [added: 14,500,000] tons per year.

We estimate that [removed: greater than 80%] [added: approximately 85%] of our sheet steel sales in [removed: 2024] [added: 2025] were to contract customers.

NJSM is a joint venture with JFE Steel Corporation [removed: (“JFE”)] of Japan that operates a galvanized sheet steel plant in central Mexico with an annual capacity of approximately 400,000 tons, that is expected to supply the country’s automotive market.

When operational, the new mill will be equipped to produce 84-inch sheet products, and among other features, will include a 76-inch [added: tandem cold mill and two galvanizing lines capable of producing advanced high-end automotive and construction grades.]

Nucor sells its high-strength, low-alloy beams under the trade name [removed: AEOSTM.][added: AEOS®.]

Nucor also owns a [removed: steel beam] [added: structural] mill in Berkeley County, South Carolina.

Considering Nucor’s production capabilities and the mix of structural products generally produced and marketed, the capacity of the two structural mills is estimated at approximately [removed: 3,250,000] [added: 3,300,000] tons per year.

*Steel joint venture* - Nucor owns a 50% economic and voting interest in NuMit, a company that owns 100% of the equity interest in Steel Technologies LLC (“Steel Technologies”), an operator of [removed: 32] [added: 30] strategically located sheet processing facilities in the United States, Canada and Mexico.

Steel joists and joist girders are produced and marketed throughout the United [removed: States by seven domestic Vulcraft facilities.]

The annual joist [removed: production capacity is approximately 745,000 tons] and [removed: the annual] deck production capacity is approximately [removed: 560,000] [added: 1,300,000] tons.

The annual production capacity for our grating business is approximately [removed: 49,000] [added: 50,000] tons.

*Tubular products* – The Nucor Tubular Products (“NTP”) group has [removed: eight] [added: seven] tubular facilities that are located in close proximity to Nucor’s sheet mills.

Total annual rebar fabrication capacity is approximately [removed: 1,736,000] [added: 1,700,000] tons.

The total capacity of the Nucor cold finished bar and wire facilities is approximately [removed: 1,065,000] [added: 1,000,000] tons per year.

*Steel [removed: mesh] [added: mesh, wire] and fasteners* – Nucor [removed: manufactures wire products] [added: produces mesh at Nucor Wire Products Utah] and [removed: industrial fasteners.][added: in Canada at Laurel Steel.]

Nucor produces [removed: mesh] [added: wire] at Nucor [removed: Steel] [added: Wire Products] Connecticut, Inc. and Nucor Wire Products Utah.

The primary markets served are commercial, industrial and institutional buildings, including [removed: distribution centers, data centers, automobile dealerships, retail centers, schools and manufacturing facilities.]

*Insulated metal panels (“IMP”)* – We believe the Nucor Insulated Panels Group, which includes [removed: industry leading] [added: industry-leading] brands, CENTRIA and Metl-Span, broadens the value-added solutions that the Nucor Buildings group can provide to targeted end markets such as warehousing, distribution and data centers.

NRG now has [removed: five] [added: six] primary manufacturing locations and a team of dedicated installers.

In July 2024, Nucor acquired [removed: Rytec Corporation ("Rytec"),] [added: Rytec,] a [removed: leading] manufacturer and seller of high-speed, high-performance commercial doors.

Rytec has two manufacturing [removed: facilities][added: facilities.]

*Towers & Structures* – [removed: In August 2022,] Nucor [removed: acquired] [added: Towers & Structures (“NTS”), a division created in 2022 following the acquisition of] Summit Utility Structures LLC and a related company, Sovereign Steel Manufacturing [removed: LLC.][added: LLC, produces steel poles and other steel structures for utility infrastructure.]

[removed: In 2023, Nucor announced it will build] [added: Those] new [removed: manufacturing locations to expand NTS] [added: facilities are located] adjacent to Nucor's existing steel mills in Decatur, Alabama and Crawfordsville, Indiana.

Joseph Company and its affiliates ("DJJ"), brokers ferrous and [removed: nonferrous] [added: non-ferrous] metals, pig iron, hot briquetted iron and DRI; supplies ferro-alloys; and processes ferrous and [removed: nonferrous] [added: non-ferrous] scrap metal.

*Scrap recycling and brokerage operations* - DJJ operates six regional scrap recycling companies across the United States that together have shredders capable of processing approximately [removed: 5,648,000] [added: 6,800,000] tons of ferrous scrap annually.

In addition to sourcing steel scrap for Nucor’s mills, DJJ is a global trader of ferro-alloys and [removed: nonferrous] [added: non-ferrous] metals.

External customers purchasing [removed: nonferrous] [added: non-ferrous] scrap metal include aluminum can producers, secondary aluminum smelters, steel mills, and other processors and consumers of various [removed: nonferrous] [added: non-ferrous] metals.

In [removed: 2024,] [added: 2025,] approximately [removed: 8%] [added: 7%] of the ferrous and [removed: nonferrous] [added: non-ferrous] metals and scrap substitute tons we brokered and processed were sold to external customers.

Nucor operates two DRI plants which supplied approximately [removed: 3,500,000] [added: 3,300,000] metric tons of material with world-class metallization rates and carbon content to our steel mills in [removed: 2024.][added: 2025.]

*Process Gases* – Universal Industrial Gases [removed: ("UIG")] provides the capability to build and operate our own air separation units to serve our steel mills, providing us with an alternative to long-term service contracts with outside providers.

As of December 31, [removed: 2024,] [added: 2025,] Nucor had [removed: six] [added: 10] industrial gas plants operating, and [removed: eight] [added: six] others at various stages of commissioning, construction, or planning.

In 2025, 79% of the shipments made by our

Construction of the new rebar micro mill is complete and the facility is in the production ramp-up phase.

Additionally, Nucor Wire Products Connecticut, Inc. (formerly Nucor Steel Connecticut, Inc.) no longer produces bar products and will be represented in the wire group going forward.

States by seven domestic Vulcraft facilities.

distribution centers, data centers, automobile dealerships, retail centers, schools and manufacturing facilities.

*Door Technologies* – The Nucor Door Technologies group includes industry-leading brands C.H.I. Overhead Doors, LLC ("CHI") and Rytec Corporation ("Rytec").

In 2023, Nucor announced it would build new manufacturing locations to expand the nationwide footprint of NTS.

Construction is complete at the Decatur, Alabama facility and is in the production ramp-up phase.

Construction is ongoing at both the Crawfordsville, Indiana and Brigham City, Utah facilities, with Crawfordsville planned to be completed in 2026 and Brigham City planned to be completed in 2027.

Construction of the new rebar micro mill was completed in 2025 and the facility is currently in the production ramp-up phase.

We continue to have a balanced capital allocation framework with three primary aspects:

In 2025, vigorous enforcement of U.S. trade remedy laws and the full reinstatement of the Section 232 steel tariffs without exemptions or exclusions resulted in a lower volume of steel

imports compared to 2024.

Imports of finished carbon and alloy steel products decreased 17.4% from 2024, supplying approximately 18% of U.S. demand in 2025.

The strength and size of the U.S. economy make the United States an attractive market to our foreign competitors.

During 2025, the U.S. Department of Commerce and the USITC made important rulings regarding unfairly traded imports of corrosion-resistant steel and rebar.

The U.S. government kept in place duty orders on large diameter welded pipe from Japan and wire rod imports from China as the result of sunset reviews.

After recent years of weakened effectiveness due to country exemptions and product exclusions, the Section 232 steel tariffs were fully reinstated in 2025 without exceptions or exclusions, and were broadened to cover approximately 600 fabricated steel products.

manner due to our nationwide footprint of modern production facilities and entrepreneurial, performance driven culture.

metric tons of DRI to our steel mills in 2025.

Our GHG intensity targets are defined in accordance with the Global Steel Climate Council’s (GSCC) Steel Climate Standard and have been verified to conform with the emissions-reduction glidepath required to achieve the Paris Climate Agreement’s 1.5°C goal by 2050.

In December 2025, Nucor set an industry record achieving GSCC product-level certification for 12 steel mills covering 22 products.

In collaboration with our electric utility partner, we evaluated opportunities to deploy battery storage and solar generation in support of the expansion at our Kingman, Arizona bar mill.

In 2025, we contracted with a third party to install and operate a 50 MW onsite battery energy storage system which became operational in the fourth quarter of 2025.

The Kingman site will also host a 25 MW solar project, with construction planned for 2026.

The goal of combining the two systems is to provide our Kingman division with access to reliable power for years to come.

Electra is still in the startup phase to scale this technology.

significant of which are enforced by the Occupational Safety and Health Administration (“OSHA”) and the U.S. Environmental Protection Agency (the "EPA").

We employ approximately 33,000 teammates.

The vast majority of them are not represented by unions and are based in the United States, where most of our operations are located.

*Nucor’s Culture*

We consider our teammates the most important part of Nucor, as they are the true source of our competitive advantage.

In recent years, we have built a broader safety leadership team dedicated to discovering, developing and sharing technology and best practices across the organization.

In 2025, we achieved an annual Injury/Illness Rate of 0.71, the lowest injury and illness rate in our history, marking the eighth consecutive year of improvement.

In 2025, we achieved an annual DART Case Rate of 0.30, which was a 27% improvement over the prior year period.

At Nucor, safety means what we call “whole person safety”.

*Recruiting, Retention and Development*

Our focus on inclusiveness as supportive of our culture, and the competitive advantage we derive from it, has led us to grow more intentional in our efforts to discover, recruit, retain and develop the best talent available.

Our initiatives are focused on embracing differences and building an environment of mutual respect while providing opportunities for personal and professional growth for all teammates.

By prioritizing diversity of thought, background and experience, Nucor strives to reinforce our culture to drive innovation, strengthen collaboration and deliver exceptional results.

approximately 18,480,000 tons to outside customers in 2024.

The new micro mill is currently under construction.

In February 2024, Nucor announced that the Board of Directors approved $860 million to construct a rebar micro mill in the Pacific Northwest.

Nucor is evaluating potential locations, and the project is expected to take two years to construct, subject to regulatory approvals.

tandem cold mill and two galvanizing lines capable of producing advanced high-end automotive and construction grades.

Nucor also produces mesh in Canada at Laurel Steel.

*Door Technologies* – In June 2022, Nucor acquired C.H.I. Overhead Doors, LLC (“CHI”), a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada.

These companies form Nucor Towers & Structures (“NTS”).

NTS produces metal poles and other steel structures for utility infrastructure and highway signage.

Construction on those locations is in process and we expect them to be complete in 2025.

Customers are expressing greater concern for the GHG emissions in their supply chains and are prioritizing sourcing their steel requirements from EAF steelmakers for incorporation into their projects and products.

In July 2022, Nucor completed construction of its approximately $650 million investment to modernize and expand the production capability at its Gallatin flat-rolled sheet mill located in Ghent, Kentucky.

The project increased the production capability of the mill from approximately 1,600,000 tons to approximately 2,800,000 tons annually.

This enables the Gallatin mill to cast new, thicker slabs and wider coils, expanding our product capabilities so that we can serve new markets, such as API (American Petroleum Institute) grade pipelines and new opportunities in the heavy equipment sector.

Nucor has completed construction of its approximately $1.70 billion state-of-the-art plate mill in Brandenburg, Kentucky on the Ohio River.

The new plate mill rolled its first plate in December 2022 and began shipping tons to customers in the first quarter of 2023.

We expect the mill to be capable of producing approximately 1,200,000 tons per year of steel plate products.

With the capability to manufacture nearly all the different types of plate products consumed in the United States, we believe this mill will position Nucor as the supplier of choice in the domestic plate market.

In February 2022, Nucor completed its acquisition of a majority ownership position in California Steel Industries, Inc. (“CSI”) by purchasing a 50% equity ownership interest from a subsidiary of Vale S.A. for a cash purchase price of $400 million, adjusted for net debt and working capital at closing, as well as a 1% equity ownership stake from JFE.

CSI is a flat-rolled steel converter based in Fontana, California.

Our acquisition of CSI expanded the reach of Nucor’s sheet mill group to the west coast of the United States and increased our exposure to more value-added sheet steel.

CSI’s product

capabilities include hot-rolled, pickled and oiled, cold-rolled and galvanized sheet steels.

In April 2022, Nucor expanded its steel racking capabilities by acquiring Elite Storage Solutions for $75 million.

In June 2022, Nucor completed the largest acquisition in its history with the purchase of CHI for approximately $3 billion.

Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels and steel racking solutions.

CHI has approximately 800 teammates across two manufacturing plants in Arthur, Illinois, and Terre Haute, Indiana, and regional warehouses located in California, Colorado, New Hampshire and New Jersey.

With a highly diversified national customer network of professional garage door dealers, CHI is able to maintain minimal inventory levels and realize industry-leading fulfillment times, while providing direct delivery to customers.

The

At December 31, 2024, the Company had approximately $1.11 billion available for share repurchases under the currently authorized share repurchase program.

Finished steel imports supplied approximately 23% of U.S. demand in 2024, an increase of 3.7% from 2023.

Increases in the volume of steel and fabricated steel products tend to occur during periods of relatively stronger U.S. economic conditions, or a stronger U.S. dollar, resulting in U.S. domestic pricing that is attractive to our foreign competitors.

During 2024, sunset review hearings by the U.S. International Trade Commission (the "USITC") kept in place AD orders on rebar imports from several countries, as well as circular welded pipe imports from China.

Also during 2024, U.S. steel producers also initiated a new trade case seeking AD/CVD orders against imports of corrosion-resistant flat-rolled steel products ("CORE") from 10 different countries.

The U.S. Department of Commerce and the USITC are expected to issue their final determinations later in 2025.

However, over time their impact has waned, due to the granting of country exemptions, product exclusions and quota arrangements.

On February 10, 2025, President Trump issued an executive order reimposing Section 232 25% tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs on fabricated steel products.

This order is scheduled to go into effect on March 12, 2025.

These new GHG intensity targets are defined by the Global Steel Climate Council’s ("GSCC") “Steel Climate Standard”, an ambitious standard that is aligned with both the Paris Climate Agreement’s emission reduction goals for the steel sector by 2050, and the International Energy Agency’s “Net Zero by 2050: A Roadmap for the Global Energy System” glidepath.

In December 2024, the GSCC independently certified both science-based targets set in accordance with the GSCC’s Steel Climate Standard.

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 [removed: position] [added: condition] or cash flows.

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 [removed: United States Environmental Protection Agency.][added: EPA.]

A combined settlement is currently being negotiated with the [removed: United States] [added: U.S.] Department of Justice, [removed: United States Environmental Protection Agency] [added: the EPA] and the Louisiana Department of Environmental Quality.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $37.27] [added: $31.44] billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, [removed: June 28, 2024.][added: July 3, 2025.]

The number of shares of the registrant’s common stock outstanding as of February [removed: 20, 2025] [added: 18, 2026] was [removed: 230,535,835.][added: 227,774,615.]

Portions of the registrant's annual report to stockholders for the year ended December 31, [removed: 2024,] [added: 2025,] which will be posted to the registrant's website and furnished to the SEC subsequent to the date [removed: hereof] [added: hereof,] are incorporated by reference into Part II of this report to the extent described herein.

Portions of the registrant’s definitive proxy statement to be filed with the SEC in connection with the registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

| | | Item 1A. | | [Risk Factors](#item_1a_risk_factors) | | | [removed: 19] [added: 18] | |

| | | Item 2. | | [Properties](#item_2_properties) | | | [removed: 28] [added: 27] | |

| | | Item 3. | | [Legal Proceedings](#item_3_legal_proceedings) | | | [removed: 29] [added: 28] | |

| | | Item 4. | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | | [removed: 29] [added: 28] | |

| | | [Information About Our Executive Officers](#information_about_our_executive_officers) | | | | | [removed: 29] [added: 28] | |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | | [removed: 32] [added: 31] | |

| | | Item 6. | | [\[Reserved\]](#item_6_reserved) | | | [removed: 32] [added: 31] | |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | | [removed: 33] [added: 32] | |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | | [removed: 48] [added: 46] | |

| | | Item 8. | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | | [removed: 49] [added: 47] | |

| | | Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | | [removed: 90] [added: 84] | |

| | | Item 9A. | | [Controls and Procedures](#item_9a_controls_procedures) | | | [removed: 90] [added: 84] | |

| | | Item 9B. | | [Other Information](#item_9b_or_information) | | | [removed: 90] [added: 84] | |

| | | Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign_jur) | | | [removed: 90] [added: 84] | |

| | | Item 10. | | [Directors, Executive Officers and Corporate Governance](#item_10) | | | [removed: 91] [added: 85] | |

| | | Item 11. | | [Executive Compensation](#item_11) | | | [removed: 91] [added: 85] | |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12) | | | [removed: 91] [added: 85] | |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#item_13) | | | [removed: 91] [added: 85] | |

| | | Item 14. | | [Principal Accountant Fees and Services](#item_14) | | | [removed: 91] [added: 85] | |

| | | Item 15. | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | | [removed: 92] [added: 86] | |

| | | Item 16. | | [Form 10-K Summary](#item_16_form_10k_summary) | | | [removed: 96] [added: 91] | |

| | | [SIGNATURES](#signatures) | | | | | [removed: 97] [added: 92] | |

The annual risk assessment is carried out under the supervision of the Executive Vice President of Business [removed: Services] [added: Services, the President of Corporate Legal Affairs] and General Counsel, the President of Nucor Business Technology, the [removed: Company’s] Cybersecurity Director, and the [removed: Company’s] Vice President and Corporate Controller.

NBT’s cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the [removed: Company's] Executive Vice President of [removed: Business Services and General Counsel and to] [added: Strategy,] the [removed: Chair, President,] [added: President] and Chief [removed: Executive Officer.][added: Operating Officer]

The current Cybersecurity Director has more than [removed: twenty] [added: 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.

Executive Vice President of Business Services [removed: & General Counsel]

[removed: President,] [added: President of] Nucor Business Technology

[removed: Vice] President [removed: and General Manager,] [added: of] Corporate Legal Affairs [added: and General Counsel]

[removed: Director] [added: General Manager] of Legal Compliance and Assistant Corporate Secretary

The Risk Committee and the [removed: Chair, President,] [added: Chair] and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks.

[added: 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 [removed: Chair, President,] [added: Chair] and Chief Executive Officer, the Executive Vice President of Business Services and [removed: General Counsel and to] the Board of Directors.

and the Chair and Chief Executive Officer.

The Cybersecurity Director is also responsible for informing the Risk Committee

| Hickman, Arkansas | | | [removed: 2,750,000] [added: 2,740,000] | | | Flat-rolled steel |

| Crawfordsville, Indiana | | | [removed: 1,870,000] [added: 2,270,000] | | | Flat-rolled steel |

| Norfolk, Nebraska | | | [removed: 1,530,000] [added: 1,540,000] | | | Steel shapes |

| Plymouth, Utah | | | [removed: 1,300,000] [added: 1,310,000] | | | Steel shapes |

| Darlington, South Carolina | | | [removed: 980,000] [added: 1,020,000] | | | Steel shapes |

| Silao, Guanajuato, Mexico | | | 680,000 | | | [removed: Steel shapes] [added: Flat-rolled steel] |

| Seattle, Washington | | | 660,000 | | | [removed: Flat-rolled steel] [added: Steel shapes] |

| Tuscaloosa, Alabama | | | 610,000 | | | Steel [removed: shapes] [added: plate] |

| Memphis, Tennessee | | | [removed: 600,000] [added: 560,000] | | | Steel [removed: plate] [added: shapes] |

| Auburn, New York | | | [removed: 510,000] [added: 520,000] | | | Steel shapes |

| Frostproof, Florida | | | [removed: 350,000] [added: 480,000] | | | Steel shapes |

| St. Joe, Indiana | | | [removed: 1,010,000] [added: 1,050,000] | | | Joist, deck, fastener |

| Louisville, Kentucky | | | [removed: 440,000] [added: 480,000] | | | Steel tube |

In the steel products segment, we have [removed: 92] [added: 91] operating facilities, excluding the locations listed above, in 39 states with [removed: 29] [added: 28] operating facilities in Canada and two in Mexico.

[removed: NWS] [added: NRG] has leased square footage of approximately 630,000 square feet in Los Angeles, California, [removed: and has] leased square footage of approximately 370,000 square feet in Houston, [removed: Texas.][added: Texas, and leased square footage of approximately 706,000 square feet in San Bernardino, California.]

In the raw materials segment, we have [removed: 93] [added: 84] operating facilities in 19 states with one operating facility in Point Lisas, Trinidad.

DJJ has [removed: 74] [added: 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 [removed: 2024] [added: 2025] were approximately [removed: 76%, 58%] [added: 83%, 62%] and [removed: 73%] [added: 70%] of production capacity, respectively.

| Lexington, North Carolina | | | 320,000 | | | Steel shapes |

| Ghent, Kentucky | | | 400,000 | | | Steel tube |

| Decatur, Alabama | | | 380,000 | | | Towers and structures |

| | | | | | | |

| Wallingford, Connecticut | | | 240,000 | | | Steel shapes |

| Eufaula, Alabama | | | 360,000 | | | Building systems |

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 [added: at least] the past five years.

Behr* [removed: (51),] [added: (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 [added: joined the start-up team at Nucor Building Systems-Texas in 1999.]

*Brad Ford* [removed: (46)*,*] [added: (47)*,*] Executive Vice President of Plate and Structural Products, became EVP in May 2023.

[removed: *Noah] Hanners* [removed: (45)*,*] [added: (46)*,*] Executive Vice President of Sheet Products, became EVP in January 2023.

[removed: *John] Hollatz* [removed: (49)*,*] [added: (50)*,*] Executive Vice President of Fabricated Construction Products, was named EVP in May 2022.

[removed: Laxton* (54)*,*] [added: Mr. Laxton became] Chief Financial Officer and Executive Vice [removed: President, became CFO] [added: President] in March [removed: 2022.][added: 2022, and will continue his duties as Chief Financial Officer until March 1, 2026.]

[removed: Murphy* (61),] [added: Rex Query* (60)*,*] Executive Vice President of [removed: Business Services and General Counsel,] [added: Strategy,] was named EVP in January 2021.

Prior to joining Nucor, [removed: Mr. Murphy] [added: he] was a Partner with the law firm of Moore & Van [removed: Allen PLLC, where he was the team leader of the Litigation Practice Group and served for a decade on the firm’s Executive Committee.][added: Allen, PLLC.]

Needham* [removed: (59),] [added: (60),] Executive Vice President of Commercial, was named EVP in May 2022.

[removed: In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc.] He later served as General Manager of Nucor Steel Utah and was elected Vice President in 2016.

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 [added: and NCF as well as President of Nucor Europe.]

Spicer* [removed: (47), was named] [added: (48),] Executive Vice President of Bar and [removed: Rebar Fabrication Products,] [added: Engineered Bar, was named EVP] in May 2024.

He was promoted to General Manager of Nucor Tubular Products North in 2020 and elected to [removed: Vice] President [added: of Nucor Tubular Products] in 2022.

Topalian* [removed: (56),] [added: (57),] has served as [removed: President and] Chief Executive Officer since January 2020 and as Chair of the Board of Directors since September 2022.

He previously served as President [removed: and] [added: 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.

*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.

*Noah C.

*John J.

Laxton* (55)*,* became President and Chief Operating Officer in January 2026.

In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc. (now Nucor Wire Products Connecticut, Inc.).

*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.

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.

joined the start-up team at Nucor Building Systems-Texas in 1999.

*Gregory J.

Mr. Murphy began his Nucor career in 2015 as Vice President and General Counsel.

In 2020, he assumed additional responsibilities and was named General Counsel and Vice President of Legal, Environmental and Public Affairs.

Rex Query* (59)*,* Executive Vice President of Strategy, was named EVP in January 2021.

and NCF as well as President of Nucor Europe.

He most recently served as President of Nucor Tubular Products.

Sumoski* (58), was named Chief Operating Officer, in January 2021.

He previously served as Executive Vice President from 2014 to 2020, most recently as EVP of Merchant and Rebar Products.

*D.

Chad Utermark* (56), Executive Vice President of New Markets and Innovation, was named EVP in 2014.

He previously served as General Manager of Nucor-Yamato from 2011 to 2014 and as General Manager of Nucor Steel-Texas from 2008 to 2011.

He was named Vice President of Nucor in 2009.

Mr. Utermark began his Nucor career as a utility operator at Nucor Steel-Arkansas in 1992, subsequently serving as shift supervisor and Hot Mill Manager at that division as well as Roll Mill Manager at Nucor Steel-Texas.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, [removed: 2024,] [added: 2026,] there were approximately [removed: 11,000] [added: 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, [removed: 2024] [added: 2025] was as follows (in millions, except per share amounts):

| For the Quarter Ended December 31, [removed: 2024] [added: 2025] | | | [removed: 2] [added: 0.7] | | | | | | | | [removed: 2] [added: 0.7] | | | | | |

On May 11, 2023, the Company announced that its Board of Directors had approved a share repurchase program under which the Company [removed: is] [added: was] authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs.

The [added: new] share repurchase authorization is discretionary and has no expiration date.

Nucor paid a total dividend of [removed: $2.16] [added: $2.20] per share in [removed: 2024] [added: 2025] compared with [removed: $2.04] [added: $2.16] per share in [removed: 2023.][added: 2024.]

In December [removed: 2024,] [added: 2025,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.55] [added: $0.56] per share from [removed: $0.54] [added: $0.55] per share.

In February [removed: 2025,] [added: 2026,] the Board of Directors declared Nucor’s [removed: 208th] [added: 212th] consecutive quarterly cash dividend of [removed: $0.55] [added: $0.56] per share payable on May [removed: 12, 2025] [added: 11, 2026] to stockholders of record on March 31, [removed: 2025.][added: 2026.]

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, [removed: 2024,] [added: 2025,] which will be posted to the Company's website and furnished to the SEC subsequent to the date of this report.

| 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 | |

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.

| September 29, 2024—October 26, 2024 | | | 2 | | | $ | 149.81 | | | | 2 | | | $ | 1,106 | |

| October 27, 2024—November 23, 2024 | | | — | | | $ | \- | | | | — | | | $ | 1,106 | |

| November 24, 2024—December 31, 2024 | | | — | | | $ | \- | | | | — | | | $ | 1,106 | |

| | | | | [Management’s Report on Internal Control Over Financial Reporting](#managements_report_on_internal_control) | | | [removed: 50] [added: 48] | |

| | | | | [Report [removed: of PricewaterhouseCoopers LLP Independent] [added: of PricewaterhouseCoopers LLP Independent] Registered Public Accounting Firm](#report_of_independent_registered_public) (PCAOB ID: 238) | | | [removed: 51] [added: 49] | |

| | | | | [Consolidated Balance Sheets](#consolidated_balance_sheets) | | | [removed: 54] [added: 52] | |

| | | | | [Consolidated Statements of Earnings](#consolidated_statements_of_earnings) | | | [removed: 55] [added: 53] | |

| | | | | [Consolidated Statements of Comprehensive Income](#consolidated_statements_comprehensive_in) | | | [removed: 56] [added: 54] | |

| | | | | [Consolidated Statements of Stockholders’ Equity](#consolidated_statements_stockholders_equ) | | | [removed: 57] [added: 55] | |

| | | | | [Consolidated Statements of Cash Flows](#consolidated_statements_cash_flows) | | | [removed: 58] [added: 56] | |

| | | | | [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | | | [removed: 59] [added: 57] | |

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 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, [removed: 2024] [added: 2025] as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 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, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework* (2013)] [added: Framework(2013)] issued by the COSO.

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s [removed: consolidated] goodwill balance was [removed: $4,288] [added: $4,297] million as of December 31, [removed: 2024,] [added: 2025,] and the goodwill associated with the Steel Products segment was [removed: $2,816] [added: $2,825] million, of which a portion relates to a certain reporting unit.

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; [added: and] (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of [removed: capital; and (iv) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence.][added: 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 [removed: segment and] [added: 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 [removed: prices.][added: prices and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures also included, among [removed: others,] [added: 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 [removed: prices.][added: prices and discount rate.]

Evaluating management’s assumptions related to sales [removed: prices and] volumes [added: 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.

| | | [added: 2025 | | | |] 2024 | | | | 2023 | | |

| Cash and cash equivalents | | $ | [removed: 3,558] [added: 2,260] | | | $ | [removed: 6,383] [added: 3,558] | |

| Short-term investments | | | 581 | | | | [removed: 747] [added: 581] | | [added: | | — | | | | — | |]

| Accounts receivable, net | | | [removed: 2,675] [added: 3,105] | | | | [removed: 2,953] [added: 2,675] | |

| Inventories, net | | | [removed: 5,106] [added: 5,462] | | | | [removed: 5,578] [added: 5,106] | |

| Other current assets | | | [removed: 555] [added: 499] | | | | [removed: 725] [added: 555] | |

| Total current assets | | | [removed: 12,475] [added: 11,765] | | | | [removed: 16,386] [added: 12,475] | |

| Property, plant and equipment, net | | | [removed: 13,243] [added: 15,306] | | | | [removed: 11,050] [added: 13,243] | |

| [removed: Restricted] [added: (Decrease) increase in] cash and cash [added: equivalents and restricted cash and cash] equivalents | | | [removed: —] [added: (1,298] | [added: )] | | | [removed: 4] [added: (2,829] | [added: )] | [added: | | 2,026 | |]

| Goodwill | | | [removed: 4,288] [added: 4,297] | | | | [removed: 3,969] [added: 4,288] | |

| Other intangible assets, net | | | [removed: 3,134] [added: 2,880] | | | | [removed: 3,108] [added: 3,134] | |

| Other assets | | | [removed: 800] [added: 856] | | | | [removed: 823] [added: 800] | |

| Total assets | | $ | [removed: 33,940] [added: 35,104] | | | $ | [removed: 35,340] [added: 33,940] | |

| Short-term debt | | $ | [removed: 225] [added: 122] | | | $ | [removed: 119] [added: 225] | |

| Current portion of long-term debt and finance lease obligations | | | [removed: 1,042] [added: 90] | | | | [removed: 74] [added: 1,042] | |

| Accounts payable | | | [removed: 1,832] [added: 1,890] | | | | [removed: 2,020] [added: 1,832] | |

| Salaries, wages and related accruals | | | [removed: 903] [added: 882] | | | | [removed: 1,326] [added: 903] | |

| Accrued expenses and other current liabilities | | | [removed: 975] [added: 1,020] | | | | [removed: 1,056] [added: 975] | |

| Total current liabilities | | | [removed: 4,977] [added: 4,004] | | | | [removed: 4,595] [added: 4,977] | |

| Long-term debt and finance lease obligations due after one year | | | [removed: 5,683] [added: 6,909] | | | | [removed: 6,649] [added: 5,683] | |

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.

February 25, 2026

| Other comprehensive income (loss) | | | 14 | | | | — | | | | — | | | | — | | | | — | | | | 14 | | | | — | | | | — | | | | 14 | | | | — | |

| 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 | |

| Equity in earnings of unconsolidated affiliates | | | (35 | ) | | | (30 | ) | | | (13 | ) |

| Losses and impairments of assets | | | 47 | | | | 137 | | | | — | |

Nucor owns a 51% controlling interest in each of Nucor-Yamato, CSI and NJSM.

We adopted this new accounting guidance and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025.

Short-term investments have maturities of less than one year.

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

| 2030 | | | 13 | | | | 28 | |

| Thereafter | | | 50 | | | | 199 | |

| | | 2025 | | | | 2024 | | |

| | | | 28,684 | | | | 25,865 | |

| | | $ | 15,306 | | | $ | 13,243 | |

| Translation and other | | | — | | | | (16 | ) | | | — | | | | (16 | ) |

| Translation and other | | | — | | | | 8 | | | | — | | | | 8 | |

| Balance, December 31, 2025 | | $ | 675 | | | $ | 2,825 | | | $ | 797 | | | $ | 4,297 | |

Accrued vacation and holiday pay, included in salaries, wages and related accruals in the consolidated balance sheets, was $233 million at December 31, 2025 ($231 million at December 31, 2024).

| Notes, 4.650%, due 2030 | | | 500 | | | | — | |

| Notes, 5.100%, due 2035 | | | 500 | | | | — | |

Annual aggregate long-term debt, excluding finance lease obligations, was $6.93 billion at December 31, 2025.

Up to $100 million of the credit facility is available for the issuance of letters of credit

In November 2025, Nucor issued $220 million in 40\-year variable rate West Virginia Economic Development Authority IDRBs to partially fund the construction of the West Virginia sheet mill.

The share repurchase authorization is

At December 31, 2025, the Company had approximately $406 million available for share repurchases under the previously authorized share repurchase program which was terminated by the Company’s Board of Directors in connection with the approval of the new authorization in February 2026.

| As of December 31, 2025 | | | | | | | | | | | | | | | | |

| Total assets | | $ | 2,137 | | | $ | 2,058 | | | $ | — | | | $ | 79 | |

| | | 2025 | | | | | | | | 2024 | | | | | | | | 2023 | | | | | | |

| $130.01 - $160.00 | | | 163 | | | 6.9 years | | $ | 131.85 | | | | 88 | | | $ | 130.84 | |

| $40.00 - $168.85 | | | 822 | | | 6.0 years | | $ | 90.92 | | | | 562 | | | $ | 72.95 | |

| | | 2025 | | | | 2024 | | | | 2023 | | |

Compensation expense for RSUs granted to

| | | 2025 | | | | | | | | 2024 | | | | | | | | 2023 | | | | | | |

| | | 2025 | | | | | | | | 2024 | | | | | | | | 2023 | | | | | | |

| | | | | | | Fair Value | | | | | | | | Fair Value | | | | | | | | Fair Value | | |

| | | Shares | | | | Per Share | | | | Shares | | | | Per Share | | | | Shares | | | | Per Share | | |

| | | 2025 | | | | 2024 | | | | 2023 | | |

February 27, 2025

| | | | (46 | ) | | | (25 | ) | | | (22 | ) |

| BALANCES, December 31, 2021 | | $ | 14,604 | | | | 380.2 | | | $ | 152 | | | $ | 2,141 | | | $ | 17,674 | | | $ | (115 | ) | | | 107.7 | | | $ | (5,835 | ) | | $ | 14,017 | | | $ | 587 | |

| Acquisition | | | 428 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 428 | |

| Acquisition | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |

| (Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | | | (2,829 | ) | | | 2,026 | | | | 1,852 | |

Early adoption is also permitted

for annual financial statements that have not yet been issued or made available for issuance.

This new guidance will likely result in additional required disclosures when adopted.

In November 2023, new accounting guidance was issued that updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This new guidance also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The new guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this guidance retrospectively on December 31, 2024.

As a result, we have enhanced our segment disclosures to include the presentation of cost of sales by segment and the disclosure of our CODMs.

| | | | | | | | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| Thereafter | | | 41 | | | | 145 | |

| | | | 25,865 | | | | 22,839 | |

| | | $ | 13,243 | | | $ | 11,050 | |

the carrying amount of NJSM exceeded its projected undiscounted cash flows.

In the fourth quarter of 2022, Nucor decided that it is unlikely to develop the remaining portions of its unproved oil and natural gas properties.

As a result of this decision, Nucor recorded a $96.0 million impairment charge for the entire balance of those assets, which are included in the raw materials segment.

The impairment charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2022.

We retain ownership of our leasehold interest in unproved oil and natural gas properties.

The carrying value of the leasehold interest in unproved oil and gas properties was zero at December 31, 2022.

*Financial Assistance Related to Sheet Mill in West Virginia*

Nucor received $275 million of financial assistance in 2022 from the West Virginia Department of Economic Development in connection with Nucor’s planned construction of Nucor Steel West Virginia (NSWV), a sheet mill in Mason County, West Virginia.

Nucor will earn the financial assistance if, by the Completion Date (defined in the agreement as on or before December 31, 2026), Nucor meets certain capital investment, full-time jobs creation and total annual payroll criteria.

Nucor believes that it is probable we will meet these conditions.

Nucor spent $180 million in 2022 and $95 million in 2023 in qualifying expenditures for the construction of NSWV, and that amount is included as a contra-asset in construction in process and equipment deposits that are a part of property, plant and equipment, net on the consolidated balance sheet at December 31, 2024 and December 31, 2023.

When the NSWV assets are placed into service, the effect of depreciating the assets constructed with the financial assistance will decrease depreciation expense in the consolidated statement of earnings.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | (in millions) | | | | | | | | | | | | | | |

| Balance, December 31, 2022 | | $ | 675 | | | $ | 2,510 | | | $ | 735 | | | $ | 3,920 | |

| Translation | | | — | | | | 6 | | | | — | | | | 6 | |

| Translation | | | — | | | | (16 | ) | | | — | | | | (16 | ) |

(See Note 24.)

ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets.

On April 25, 2022, Nucor redeemed all $500 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and sale of the 2032/2052 Notes.

*Changes in Internal Control Over Financial Reporting –* There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

*Report on Internal Control Over Financial Reporting –* Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] are included in “Item 8.

*Insider Trading Arrangements -* During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).

The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our 2025 Annual Meeting of Stockholders, which we expect to file with the SEC pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2024] [added: 2025] (the “Proxy Statement”), under the headings *Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees;* [removed: and] *Corporate Governance and Board of [removed: Directors*.][added: Directors; and Delinquent Section 16(a) Reports.*]

Consolidated Balance Sheets—December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Earnings—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| [removed: 4*] [added: 4] | | [Description of Securities of Nucor [removed: Corporation](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex4.htm)] [added: Corporation (incorporated by reference to Exhibit 4 to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex4.htm)] |

| [removed: 4(xi)] [added: 4(xii)] | | [Form of 6.400% Notes due 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm) |

| [removed: 4(xii)] [added: 4(xiii)] | | [Form of 5.200% Notes due 2043 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| [removed: 4(xiii)] [added: 4(xiv)] | | [Form of 3.950% Notes due 2028 (included in Exhibit 4(vi) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| [removed: 4(xiv)] [added: 4(xv)] | | [Form of 4.400% Notes due 2048 (included in Exhibit 4(vi) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| [removed: 4(xv)] [added: 4(xxi)] | | [Form of [removed: 2.000%] [added: 4.650%] Notes due [removed: 2025] [added: 2030] (included in Exhibit [removed: 4(vii)] [added: 4(xi)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed [removed: May 22, 2020] [added: March 5, 2025] (File No. [removed: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312525047196/d923992dex41.htm)] |

| 4(xx) | | [Form of [removed: 3.950%] [added: 4.300%] Notes due [removed: 2025] [added: 2027] (included in Exhibit 4(x) above) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm) |

| [removed: 4(xxi)] [added: 4(xxii)] | | [Form of [removed: 4.300%] [added: 5.100%] Notes due [removed: 2027] [added: 2035] (included in Exhibit [removed: 4(x)] [added: 4(xi)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed [removed: May 23, 2022] [added: March 5, 2025] (File No. [removed: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312525047196/d923992dex41.htm)] |

| 10 | | [removed: [Fourth] [added: [Fifth] Amended and Restated Multi-Year Revolving Credit Agreement, dated as of [removed: November 5, 2021,] [added: March 11, 2025,] by and among Nucor [removed: Corporation and certain subsidiaries of Nucor] Corporation, as [removed: borrowers,] [added: borrower,] Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit [removed: 10] [added: 10.1] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended October 2, 2021] [added: 8-K filed March 17, 2025] (File No. [removed: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000156459021056213/nue-ex10_148.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312525055684/d880206dex101.htm)] |

| [removed: 10(vi)] [added: 10(ix)] | | [Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan), as amended and restated effective February 21, 2022 (included in Exhibit 10(iv) above) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex100_264.htm) |

| [removed: 10(vii)] [added: 10(x)] | | [Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan), as amended and restated effective February 21, 2022 (included in Exhibit 10(iv) above) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex100_264.htm) |

| [removed: 10(viii)] [added: 10(xi)] | | [Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_25) |

| [removed: 10(ix)] [added: 10(xii)] | | [Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_26) |

| [removed: 10(x)] [added: 10(xiii)] | | [Form of Restricted Stock Unit Award Agreement – time-vested awards (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10iv.htm) |

| [removed: 10(xi)] [added: 10(xiv)] | | [Form of Restricted Stock Unit Award Agreement – retirement-vested awards (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10v.htm) |

| [removed: 10(xii)] [added: 10(xv)] | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended April 1, 2006 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312506100013/dex10.htm) |

| [removed: 10(xiii)] [added: 10(xvi)] | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312512343602/d375370dex10.htm) |

| [removed: 10(xiv)] [added: 10(xvii)] | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted after May 7, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2014 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex101.htm) |

| [removed: 10(xv)] [added: 10(xviii)] | | [Form of Restricted Share Unit Award Agreement used for awards granted after February 21, 2022 – time-vested awards (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex103_215.htm) |

| [removed: 10(xvi)] [added: 10(xix)] | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted after February 21, 2022 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex104_216.htm) |

| [removed: 10(xvii)] [added: 10(xxiii)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of May [removed: 24, 2022,] [added: 28, 2024,] by and between Nucor Corporation and [removed: James D. Frias] [added: Douglas J. Jellison] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K/A filed May 25, 2022 (File] [added: 10-Q for the quarter ended June 29, 2024 (file] No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312522159808/d235339dex101.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024092479/nue-ex10_2.htm)] |

| [removed: 10(xviii)] [added: 10(xlvi)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of May [removed: 28, 2024,] [added: 6, 2025,] by and between Nucor Corporation and [removed: Douglas] [added: Gregory] J. [removed: Jellison] [added: Murphy] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] to the Quarterly Report on Form 10-Q for the quarter ended [removed: June 29, 2024 (file] [added: July 5, 2025 (File] No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024092479/nue-ex10_2.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025107646/nue-ex10_6.htm)] |

| [removed: 10(xix)] [added: 10(xxiv)] | | [Executive Employment Agreement of Leon J. Topalian (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex109.htm) |

| [removed: 10(xx)*] [added: 10(xxv)] | | [Amended and Restated Executive Employment Agreement of Leon J. Topalian [added: (incorporated by reference to Exhibit 10(xx) to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04119))] (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xx.htm) |

| [removed: 10(xxi)] [added: 10(xxvi)] | | [Executive Employment Agreement of D. Chad Utermark (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex1010.htm) |

| [removed: 10(xxii)*] [added: 10(xxvii)] | | [Amended and Restated Executive Employment Agreement of D. Chad Utermark [added: (incorporated by reference to Exhibit 10(xxii) to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04119))] (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxii.htm) |

| [removed: 10(xxiii)] [added: 10(xxviii)] | | [Executive Employment Agreement of Allen C. Behr (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 4, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459020039639/nue-ex101_50.htm) |

| [removed: 10(xxiv)*] [added: 10(xxix)] | | [Amended and Restated Executive Employment Agreement of Allen C. Behr [added: (incorporated by reference to Exhibit 10(xxiv) to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04119))] (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxiv.htm) |

| [removed: 10(xxv)] [added: 10(xxx)] | | [Executive Employment Agreement of David A. Sumoski (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed January 5, 2021 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312521001580/d103230dex101.htm) |

| [removed: 10(xxvi)] [added: 10(xxxi)] | | [Executive Employment Agreement of Douglas J. Jellison (incorporated by reference to Exhibit 10(xxx) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxx_208.htm) |

| [removed: 10(xxvii)] [added: 10(xxxii)] | | [Executive Employment Agreement of Gregory J. Murphy (incorporated by reference to Exhibit 10(xxxi) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxi_206.htm) |

| [removed: 10(xxviii)] [added: 10(xxxiii)] | | [Executive Employment Agreement of Daniel R. Needham (incorporated by reference to Exhibit 10(xxxii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxii_205.htm) |

| [removed: 10(xxix)] [added: 10(xxxiv)] | | [Executive Employment Agreement of K. Rex Query (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm) |

| [removed: 10(xxx)] [added: 10(xxxv)] | | [Executive Employment Agreement of Stephen D. Laxton (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed March 4, 2022 (File No. 001-04119)) [removed: (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))] (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312522066230/d245075dex101.htm) |

| [removed: 10(xxxi)*] [added: 10(xxxvi)] | | [Amended and Restated Executive Employment Agreement of Stephen D. Laxton [added: (incorporated by reference to Exhibit 10(xxxi) to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04119))] (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxxi.htm) |

| 4(xi) | [Sixth Supplemental Indenture, dated as of March 5, 2025, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed March 5, 2025 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312525047196/d923992dex41.htm) | |

| 10(vi) | | [Nucor Corporation 2025 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 24, 2025 (File No. 001-04119)) (#)](https://www.sec.gov/ix?doc=/Archives/edgar/data/73309/000119312525060939/d840599ddef14a.htm#toc840599_26) |

| 10(vii)* | | [Senior Officers Annual Incentive Plan (Supplement to 2025 Omnibus Incentive Compensation Plan), effective December 2, 2025 (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312526071575/nue-ex10_vii.htm) |

| 10(viii)* | | [Senior Officers Long-Term Incentive Plan (Supplement to 2025 Omnibus Incentive Compensation Plan), effective December 2, 2025 (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312526071575/nue-ex10_viii.htm) |

| 10(xx) | | [Form of Restricted Share Unit Award Agreement (time-vested awards) to be used for awards granted after May 8, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed May 14, 2025 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312525119835/d11552dex102.htm) |

| 10(xxi) | | [Form of Restricted Share Unit Award Agreement for Non-Employee Directors to be used for awards granted after May 8, 2025 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed May 14, 2025 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312525119835/d11552dex103.htm) |

| 10(xxii) | | [Form of Nonqualified Stock Option Award Agreement to be used for awards granted after May 8, 2025 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed May 14, 2025 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312525119835/d11552dex104.htm) |

| 10(xlv) | | [Executive Employment Agreement of Thomas J. Batterbee (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2025 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025107646/nue-ex10_5.htm) |

| 10(xlvii) | | [Retirement, Separation, Waiver and Release Agreement, dated as of May 7, 2025, by and between Nucor Corporation and Chad Utermark (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2025 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025107646/nue-ex10_7.htm) |

| 19 | | [Nucor Corporation Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex19.htm) |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| --- | --- | --- |

| | | |

| | | |

| | | |

| 21* | | [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex21.htm) |

| | | | | [removed: Chair, President] [added: Chair] and Chief Executive Officer |

| | | Dated: February [removed: 27, 2025] [added: 25, 2026] | | |

| Leon J. Topalian [removed: Chair, President,] [added: Chair] and Chief Executive Officer (Principal Executive Officer) | | Norma B. Clayton Director |

| Stephen D. Laxton [removed: Chief Financial] [added: President, Chief Operating] Officer and [removed: Executive Vice President] [added: Chief Financial Officer] (Principal Financial Officer) | | Patrick J. Dempsey Director |

| Dated: February [removed: 27, 2025] [added: 25, 2026] | | |