Nucor 10-Q 2026-07-04

Filed 2026-08-12. 8 sections, 121K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 4, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-4119

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware13-1860817
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1915 Rexford Road, Charlotte, North Carolina28211
(Address of principal executive offices)(Zip Code)

(704) 366-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.40 per shareNUENew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

226,875,676 shares of the registrant’s common stock were outstanding at July 4, 2026.

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Nucor Corporation

Quarterly Report on Form 10-Q

For the Three Months and Six Months Ended July 4, 2026

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Page
Part IFinancial Information
Item 1Financial Statements (Unaudited)
Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) and Six Months (26 Weeks) Ended July 4, 2026 and July 5, 20251
Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) and Six Months (26 Weeks) Ended July 4, 2026 and July 5, 20252
Condensed Consolidated Balance Sheets – July 4, 2026 and December 31, 20253
Condensed Consolidated Statements of Cash Flows – Six Months (26 Weeks) Ended July 4, 2026 and July 5, 20254
Notes to Condensed Consolidated Financial Statements5
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 3Quantitative and Qualitative Disclosures About Market Risk28
Item 4Controls and Procedures30
Part IIOther Information
Item 1Legal Proceedings31
Item 1ARisk Factors31
Item 2Unregistered Sales of Equity Securities and Use of Proceeds32
Item 5Other Information32
Item 6Exhibits33
Signatures34

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PART I. FINANCI****AL INFORMATION

Item 1. Financial Statements (Unaudited)

Nucor Corporation Condensed Consolidat****ed Statements of Earnings (Unaudited)

(In millions, except per share data)

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025July 4, 2026July 5, 2025
Net sales$10,397$8,456$19,893$16,286
Costs, expenses and other:
Cost of products sold8,3637,23316,35814,458
Marketing, administrative and other expenses405304783585
Equity in earnings of unconsolidated affiliates(8)(10)(15)(14)
Losses and impairments of assets-111540
Interest expense, net12193133
8,7727,55717,17215,102
Earnings before income taxes and noncontrolling interests1,6258992,7211,184
Provision for income taxes345193571252
Net earnings before noncontrolling interests1,2807062,150932
Earnings attributable to noncontrolling interests124103251173
Net earnings attributable to Nucor stockholders$1,156$603$1,899$759
Net earnings per share:
Basic$5.05$2.60$8.28$3.26
Diluted$5.04$2.60$8.27$3.26
Average shares outstanding:
Basic228.2230.6228.6231.7
Diluted228.5230.8228.9231.9

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Sta****tements of Comprehensive Income (Unaudited)

(In millions)

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025July 4, 2026July 5, 2025
Net earnings before noncontrolling interests$1,280$706$2,150$932
Other comprehensive income (loss):
Net unrealized loss on hedging derivatives, net of income taxes of $(2) and $(5) for the second quarter of 2026 and 2025, respectively, and $(8) and $(2) for the first six months of 2026 and 2025, respectively(8)(16)(25)(6)
Reclassification adjustment for settlement of hedging derivatives included in net earnings, net of income taxes of $7 and $1 for the second quarter of 2026 and 2025, respectively, and $11 and $2 for the first six months of 2026 and 2025, respectively214367
Foreign currency translation gain (loss), net of income taxes of $0 for the second quarter and first six months of 2026 and 2025(21)43(31)40
(8)31(20)41
Comprehensive income1,2727372,130973
Comprehensive income attributable to noncontrolling interests124103251173
Comprehensive income attributable to Nucor stockholders$1,148$634$1,879$800

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consol****idated Balance Sheets (Unaudited)

(In millions)

July 4, 2026Dec. 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$2,478$2,260
Short-term investments214439
Accounts receivable, net4,0453,105
Inventories, net6,0205,462
Other current assets399499
Total current assets13,15611,765
Property, plant and equipment, net15,86315,306
Goodwill4,2894,297
Other intangible assets, net2,7542,880
Other assets892856
Total assets$36,954$35,104
LIABILITIES
Current liabilities:
Short-term debt$129$122
Current portion of long-term debt and finance lease obligations58190
Accounts payable2,3571,890
Salaries, wages and related accruals1,002882
Accrued expenses and other current liabilities1,1771,020
Total current liabilities5,2464,004
Long-term debt and finance lease obligations due after one year6,3896,909
Deferred credits and other liabilities2,0532,067
Total liabilities13,68812,980
Commitments and contingencies
EQUITY
Nucor stockholders' equity:
Common stock152152
Additional paid-in capital2,2072,253
Retained earnings33,14631,504
Accumulated other comprehensive loss, net of income taxes(214)(194)
Treasury stock(13,182)(12,779)
Total Nucor stockholders' equity22,10920,936
Noncontrolling interests1,1571,188
Total equity23,26622,124
Total liabilities and equity$36,954$35,104

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidate****d Statements of Cash Flows (Unaudited)

(In millions)

Six Months (26 Weeks) Ended
July 4, 2026July 5, 2025
Operating activities:
Net earnings before noncontrolling interests$2,150$932
Adjustments:
Depreciation641606
Amortization126128
Impairment of assets1520
Stock-based compensation9178
Deferred income taxes(61)(17)
Distributions from affiliates76
Equity in earnings of unconsolidated affiliates(15)(14)
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable(952)(706)
Inventories(560)(352)
Accounts payable454

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor Corporation, a Delaware corporation incorporated in 1958, and its affiliates (collectively, "Nucor", the "Company", "we", "us", or "our"), which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of any pandemic or public health situation; and (16) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the United States Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2025.

Overview

Nucor and its affiliates manufacture steel and steel products. Nucor also produces direct reduced iron ("DRI") for use in its steel mills. Through The David J. Joseph Company and its affiliates ("DJJ"), the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron and DRI. Most of Nucor’s operating facilities and customers are located in North America. Nucor’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the Company and others. Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products.

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses and rebar distribution businesses; and Nucor’s equity method investment in NuMit LLC. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, insulated metal panels, overhead doors, steel grating, tubular products, steel racking, piling products, wire and wire mesh, and utility towers and structures. The raw materials segment includes DJJ, primarily a scrap broker and

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processor; Nu-Iron Unlimited and Nucor Steel Louisiana, two facilities that produce DRI used by the steel mills; and our natural gas production operations.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 88%, 65% and 76%, respectively, in the first six months of 2026, compared with approximately 82%,61% and 73%, respectively, in the first six months of 2025.

Results of Operations

Nucor reported net earnings attributable to Nucor stockholders of $1.16 billion, or $5.04 per diluted share, for the second quarter of 2026, which represented an increase compared to net earnings attributable to Nucor stockholders of $603 million, or $2.60 per diluted share, for the second quarter of 2025.

The increase in earnings in the second quarter of 2026 as compared to the second quarter of 2025 was driven by the increase in earnings of the steel mills segment. Earnings in the steel mills segment increased in the second quarter of 2026 due to higher average selling prices, increased volumes and higher metal margins. Steel mills segment earnings in the second quarter of 2026 also included a reduction to cost of products sold of $130 million related to cash refunds associated with prior periods’ raw materials procurement costs. Demand continues to be strong across key end-use markets in the steel mills segment, which is evidenced by higher backlogs at the end of the second quarter of 2026 compared to the end of the first quarter of 2026. Federal trade policies, including anti-dumping and countervailing duty laws in combination with Section 232 national security tariffs, are continuing to reduce the volume of unfairly traded imports into the United States.

The steel products segment had decreased earnings in the second quarter of 2026 as compared to the second quarter of 2025 as increased volumes and modestly higher average selling prices were more than offset by margin compression resulting from higher steel input costs. We saw resilient demand in key end markets for the steel products segment during the second quarter of 2026, and backlogs for the segment at the end of the second quarter of 2026 are higher than they were at the end of the first quarter of 2026.

Earnings in the raw materials segment increased in the second quarter of 2026 as compared to the second quarter of 2025 primarily due to increased average selling prices and shipments, and the improved profitability of our direct reduced iron facilities.

Included in the second quarter of 2026 earnings was a non-cash benefit of $61 million related to the increase in the value of our investment in Helion, a fusion energy company, after it completed a capital financing round during the quarter.

Nucor reported net earnings attributable to Nucor stockholders of $1.90 billion, or $8.27 per diluted share, for the first six months of 2026, which represented an increase compared to net earnings attributable to Nucor stockholders of $759 million, or $3.26 per diluted share, in the first six months of 2025. The larger increase in comparable year-to-date earnings in 2026 as compared to 2025 was driven by significantly stronger first quarter of 2026 results compared to the first quarter of 2025, together with continued sequential earnings improvement into the second quarter of 2026.

The following discussion provides a greater quantitative and qualitative analysis of Nucor’s performance in the second quarter and first six months of 2026 as compared to the second quarter and first six months of 2025.

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Net Sales

Net sales to external customers by segment for the second quarter and first six months of 2026 and 2025 were as follows (in millions):

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025% ChangeJuly 4, 2026July 5, 2025% Change
Steel mills$6,481$5,25323%$12,517$10,16023%
Steel products3,1052,65717%5,8915,06216%
Raw materials81154649%1,4851,06440%
Total net sales to external customers$10,397$8,45623%$19,893$16,28622%

Net sales for the second quarter of 2026 increased 23% from the second quarter of 2025. Average sales price per ton increased 10% from $1,240 in the second quarter of 2025 to $1,367 in the second quarter of 2026. Total tons shipped to external customers in the second quarter of 2026 were approximately 7,605,000 tons, a 12% increase from the second quarter of 2025.

Net sales for the first six months of 2026 increased 22% from the first six months of 2025. Average sales price per ton increased 11% from $1,193 in the first six months of 2025 to $1,323 in the first six months of 2026. Total tons shipped to external customers in the first six months of 2026 were approximately 15,032,000 tons, a 10% increase from the first six months of 2025.

In the steel mills segment, sales tons for the second quarter and first six months of 2026 and 2025 were as follows (in thousands):

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025% ChangeJuly 4, 2026July 5, 2025% Change
Outside steel shipments5,6595,04412%11,27810,27010%
Inside steel shipments1,4411,4301%2,8682,6678%
Total steel shipments7,1006,47410%14,14612,9379%

Net sales for the steel mills segment increased 23% in the second quarter of 2026 from the second quarter of 2025, due to a 12% increase in tons shipped to external customers and a 10% increase in the average sales price per ton, from $1,041 to $1,145 in the second quarter of 2025 and 2026, respectively.

Net sales for the steel mills segment increased 23% in the first six months of 2026 from the first six months of 2025, due to a 10% increase in tons shipped to external customers and a 12% increase in average sales price per ton from $989 to $1,110 in the first six months of 2025 and 2026, respectively.

Outside sales tonnage for the steel products segment for the second quarter and first six months of 2026 and 2025 was as follows (in thousands):

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025% ChangeJuly 4, 2026July 5, 2025% Change
Joist and deck sales198217-9%383399-4%
Rebar fabrication sales34430612%63555315%
Tubular products sales33824339%65651328%
Building systems sales5964-8%1141122%
Other steel products sales34631111%6566127%
Total steel products sales1,2851,14113%2,4442,18912%

Net sales for the steel products segment increased 17% in the second quarter of 2026 from the second quarter of 2025, due to a 13% increase in shipping volumes and a 4% increase in selling prices from $2,331 in the second quarter of 2025 to $2,415 in the second quarter of 2026. Average selling prices increased across several businesses within the steel products segment in the second quarter of 2026 as compared to the second quarter of 2025, most notably at our tubular products business.

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Net sales for the steel products segment increased 16% in the first six months of 2026 compared to the first six months of 2025, due to a 12% increase in shipping volumes and a 4% increase in average sales price from $2,313 to $2,410 in the first six months of 2025 and 2026, respectively. Average selling prices increased across several businesses within the steel products segment in the first six months of 2026 as compared to the first six months of 2025, most notably at our tubular products business.

Net sales for the raw materials segment increased 49% in the second quarter of 2026 compared to the second quarter of 2025. In the second quarter of 2026, approximately 95% of outside sales for the raw materials segment were from the scrap brokerage operations of DJJ, and approximately 2% of outside sales were from the scrap processing operations of DJJ (approximately 94% and 3%, respectively, in the second quarter of 2025).

Net sales for the raw materials segment in the first six months of 2026 increased 40% compared to the first six months of 2025. In the first six months of 2026, approximately 95% of outside sales for the raw materials segment were from the scrap brokerage operations of DJJ, and approximately 3% of outside sales were from the scrap processing operations of DJJ (approximately 94% and 3%, respectively, in the first six months of 2025).

The majority of the raw materials segment's total sales are to internal customers in the steel mills segment. Net sales to outside customers represented approximately 20% and 19% of the raw materials segment's total sales in the second quarter and first six months of 2026, respectively (approximately 16% in the second quarter and first six months of 2025).

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Gross Margins

Nucor recorded gross margins of $2.03 billion (20%) in the second quarter of 2026, which was an increase compared to $1.22 billion (14%) in the second quarter of 2025.

The increase in gross margin in the second quarter of 2026 as compared to the second quarter of 2025 was due primarily to higher metal margins in the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes.

Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average scrap and scrap substitute cost per gross ton used in the second quarter of 2026 was $422, a 5% increase compared to $403 in the second quarter of 2025. Despite the increase in average scrap and scrap substitute cost per gross ton used, metal margins increased in the second quarter of 2026 as compared to the second quarter of 2025 due to the previously mentioned increases in average selling prices and shipping volumes.

Also benefiting gross margins in the second quarter of 2026 was a $130 million reduction in cost of products sold in the steel mills segment related to cash refunds associated with prior periods' raw material procurement costs.

Pre-operating and start-up costs of new facilities were approximately $120 million in the second quarter of 2026 and approximately $136 million in the second quarter of 2025. Pre-operating and start-up costs in the second quarter of 2026 primarily included costs related to the sheet mill in West Virginia and the coating complex at our sheet mill in Indiana. Pre-operating and start-up costs in the second quarter of 2025 primarily included costs related to the sheet mill in West Virginia, the plate mill in Kentucky, the rebar micro mill in North Carolina and the melt shop addition at the bar mill in Arizona. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, Nucor no longer considers them to be in start-up.

Gross margins in the steel products segment decreased in the second quarter of 2026 compared to the second quarter of 2025. Increased average sales prices and volumes were outpaced by increased steel input costs causing margin compression.

Gross margins in the raw materials segment increased in the second quarter of 2026 compared to the second quarter of 2025, primarily due to increased gross margins at our DRI facilities and, to a lesser extent, our scrap processing operations.

Nucor recorded gross margins of $3.54 billion (18%) in the first six months of 2026, which increased compared to $1.83 billion (11%) in the first six months of 2025.

The largest factor impacting the increase in gross margins in the first six months of 2026 compared to the first six months of 2025 was increased metal margin in the steel mills segment.

The average scrap and scrap substitute cost per gross ton used in the first six months of 2026 was $413, a 4% increase compared to $398 in the first six months of 2025. The increase in average scrap and scrap substitute cost per gross ton used, was more than offset by the previously mentioned increases in average sales price and volume.

Pre-operating and start-up costs of new facilities decreased to approximately $228 million in the first six months of 2026 from approximately $306 million in the first six months of 2025. Pre-operating and start-up costs in the first six months of 2026 primarily included costs related to the sheet mill in West Virginia and the coating complex at our sheet mill in Indiana. Pre-operating and start-up costs in the first six months of 2025 primarily included costs related to the plate mill in Kentucky, the sheet mill in West Virginia, the melt shop addition in Arizona and the rebar micro mill in North Carolina.

Gross margins in the steel products segment decreased in the first six months of 2026 as compared to the first six months of 2025, primarily due to increased steel input costs which outpaced the previously mentioned increases in volumes and average selling prices.

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Gross margins in the raw materials segment increased in the first six months of 2026 compared to the first six months of 2025, primarily due to increased gross margins at our scrap processing operations and DRI facilities.

Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These profit sharing and other incentive compensation costs, which are based upon and fluctuate with Nucor’s financial performance, increased by $86 million in the second quarter of 2026 compared to the second quarter of 2025, and increased by $174 million in the first six months of 2026 compared to the first six months of 2025. These increases were due to Nucor's increased profitability in the second quarter and first six months of 2026 compared to the respective prior year periods, which resulted in increased expenses related to profit sharing and other incentive compensation.

During the second quarter of 2026, Nucor recorded a non-cash $61 million increase in the value of its investment in Helion, a fusion energy company, after it completed a capital financing round during the quarter. The increase is included as a reduction of marketing, administrative and other expenses in the second quarter of 2026.

Losses and Impairments of Assets

Included in the first six months of 2026 net earnings was $15 million of impairment charges related to certain assets in the raw materials segment, all of which was recorded in the first quarter of 2026 (none was recorded in the second quarter of 2026).

Included in the second quarter and first six months of 2025 net earnings was $11 million and $40 million, respectively, of losses and impairments of assets. These charges consisted of the following: $19 million related to the closure or repurposing of certain facilities in the steel products segment (all of which was recorded in the first quarter of 2025); $17 million related to the repurposing of a facility in the steel mills segment ($7 million of which was recorded in the second quarter of 2025); and $4 million related to the write-off of certain assets in the raw materials segment (all of which was recorded in the second quarter of 2025).

Interest Expense (Income)

Net interest expense for the second quarter and first six months of 2026 and 2025 was as follows (in millions):

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025July 4, 2026July 5, 2025
Interest expense$36$49$75$100
Interest income(24)(30)(44)(67)
Interest expense, net$12$19$31$33

Interest expense decreased in the second quarter and first six months of 2026 compared to the second quarter and first six months of 2025 mainly due to an increase in capitalized interest. Interest income decreased in the second quarter and first six months of 2026 compared to the second quarter and first six months of 2025 due to a decrease in average interest rates on investments.

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Earnings Before Income Taxes and Noncontrolling Interests

The table below presents earnings before income taxes and noncontrolling interests by segment for the second quarter and first six months of 2026 and 2025 (in millions). The changes between periods were driven by the quantitative and qualitative factors previously discussed.

Three Months (13 Weeks) EndedSix Months (26 Weeks) Ended
July 4, 2026July 5, 2025July 4, 2026July 5, 2025
Steel mills$1,556$843$2,684$1,074
Steel products353392629680
Raw materials1465719186
Corporate/eliminations(430)(393)(783)(656)
$1,625$899$2,721$1,184

Noncontrolling Interests

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, Nucor-Yamato Steel Company (Limited Partnership) ("NYS"), California Steel Industries, Inc. ("CSI") and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). Nucor owns a 51% controlling interest in each of NYS, CSI and NJSM. The increase in earnings attributable to noncontrolling interests in the second quarter of 2026 compared to the second quarter of 2025 was primarily due to the increased earnings of NYS. The increase in earnings attributable to noncontrolling interests in the first six months of 2026 compared to the first six months of 2025 was primarily due to the increased earnings of NYS.

Provision for Income Taxes

The effective tax rate for the second quarter of 2026 was 21.2% compared to 21.5% for the second quarter of 2025. The expected effective tax rate for the full year 2026 is between 20.0% and 22.0%.

Nucor is subject to taxation in the United States (“U.S.”), as well as various state and foreign jurisdictions. Nucor has concluded U.S. federal income tax matters for the tax years through 2021. The tax years 2022 through 2024 remain open to examination by the Internal Revenue Service (the “IRS”). The 2015 through 2021 Canadian income tax returns for Nucor Rebar Fabrication Group Inc. (formerly known as Harris Steel Group Inc.) and certain related affiliates are currently under examination by the Canada Revenue Agency. Additional state and foreign taxing authorities are examining open tax years. The resolution of these audits is not expected to have a material impact on our consolidated financial statements. The tax years 2018 through 2025 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Net Earnings Attributable to Nucor Stockholders and Return on Equity

Nucor reported net earnings attributable to Nucor stockholders of $1.16 billion, or $5.04 per diluted share, in the second quarter of 2026, as compared to net earnings attributable to Nucor stockholders of $603 million, or $2.60 per diluted share, in the second quarter of 2025. Net earnings attributable to Nucor stockholders as a percentage of net sales were 11.1% and 7.1% in the second quarter of 2026 and 2025, respectively.

Nucor reported net earnings attributable to Nucor stockholders of $1.90 billion, or $8.27 per diluted share, in the first six months of 2026, as compared to net earnings attributable to Nucor stockholders of $759 million, or $3.26 per diluted share, in the first six months of 2025. Net earnings attributable to Nucor stockholders as a percentage of net sales were 9.5% and 4.7% in the first six months of 2026 and 2025, respectively. Annualized return on average stockholders’ equity was 17.6% and 7.5% in the first six months of 2026 and 2025, respectively.

Outlook

We expect higher consolidated reported earnings in the third quarter of 2026. In the steel mills segment we expect an increase in earnings due to higher realized pricing across all major product categories with stable volumes. In the steel products segment, we expect increased earnings due to both higher volumes and higher realized pricing. The raw materials segment is expected to have decreased earnings due to lower margins.

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Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our largest single customer in the second quarter of 2026 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Businesses within the steel mills segment account for the majority of the raw materials segment’s sales.

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Liquidity and Capital Resources

We currently have the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor’s, an A- long-term rating from Fitch Ratings and an A3 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.

Our liquidity position as of July 4, 2026 remained strong, consisting of total cash and cash equivalents and short-term investments of $2.69 billion ($2.70 billion as of December 31, 2025). Approximately $843 million of the cash and cash equivalents position at July 4, 2026, was held by our majority-owned joint ventures as compared to approximately $931 million at December 31, 2025.

Cash provided by operating activities was $2.29 billion in the first six months of 2026 as compared to $1.10 billion in the first six months of 2025. The $1.19 billion increase was primarily driven by a $1.22 billion increase in net earnings before noncontrolling interests from $932 million in the first six months of 2025 to $2.15 billion in the first six months of 2026. Changes in use of operating assets and operating liabilities (exclusive of acquisitions) increased slightly to $668 million in the first six months of 2026 as compared to $643 million in the first six months of 2025.

The funding of our working capital in the first six months of 2026 increased by $25 million compared to the first six months of 2025. Increased usage was driven by the change in inventories using cash of $560 million in the first six months of 2026 compared to using cash of $352 million during the first six months of 2025, and the change in accounts receivable using an additional $246 million in cash compared to the same period in 2025. These changes were offset by the change in accounts payable providing cash of $454 million in the first six months of 2026 compared to $375 million in the first six months of 2025 and the change in salaries, wages and related accruals providing $265 million more in cash during the first six months of 2026 compared to the same period in 2025.

The current ratio was 2.5 at the end of the second quarter of 2026 and 2.9 at year-end 2025. Contributing to the decrease in the current ratio at the end of the second quarter of 2026 as compared to year-end 2025 was the reclassification of the Company's $500 million principal amount of its 4.300% Notes due 2027 to current portion of long-term debt during the second quarter of 2026.

Cash used in investing activities during the first six months of 2026 was $956 million as compared to $1.72 billion during the first six months of 2025. The $767 million decrease in usage was primarily driven by a decrease in funds used to purchase investments of $509 million and a decrease in proceeds from the sale of investments of $335 million. Cash used for capital expenditures was $1.23 billion in the first six months of 2026 compared to $1.81 billion for the prior year period. Capital expenditures in the first six months of 2026 primarily related to the sheet mill under construction in West Virginia and the construction of two manufacturing locations to expand Nucor Towers & Structures ("NTS"). Capital expenditures for 2026 are estimated to be approximately $2.50 billion as compared to $3.42 billion in 2025. The projects that we anticipate will have the largest capital expenditures in 2026 are the sheet mill under construction in West Virginia, the construction of two manufacturing locations to expand NTS, and the galvanizing line at our sheet mill in South Carolina.

Cash used in financing activities in the first six months of 2026 was $1.10 billion as compared to $996 million in the first six months of 2025. The primary uses of cash in the first six months of 2026 were stock repurchases of $475 million, which was decreased compared to $500 million in the first six months of 2025. The primary uses of cash in the first six months of 2025 were repayments of long-term debt of $1.01 billion which was largely offset by proceeds from the issuance and sale of long-term debt, net of discount to the public, of $997 million. In the first six months of 2025, Nucor issued and sold $500 million aggregate principal amount of its 4.650% Notes due 2030 and $500 million aggregate principal amount of its 5.100% Notes due 2035. Net proceeds from the issuance and sale of these Notes were used to redeem all of the outstanding $500 million aggregate principal amount of our 2.000% Notes due 2025 and $500 million aggregate principal amount of our 3.950% Notes due 2025 (collectively, the "2025 Notes") pursuant to the terms of the indenture governing the 2025 Notes.

On March 11, 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. The revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capital. In addition, the revolving credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of July 4, 2026, the funded debt to total capital ratio was

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23.4% and we were in compliance with all non-financial covenants under the revolving credit facility. No borrowings were outstanding under the revolving credit facility as of July 4, 2026.

In June 2026, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of $0.56 per share payable on August 11, 2026 to stockholders of record on June 30, 2026. This dividend is Nucor’s 213th consecutive quarterly cash dividend.

Funds provided from operations, cash and cash equivalents, short-term investments and new borrowings under our existing credit facilities are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop strategies to manage them.

Interest Rate Risk

Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate risk has significantly changed since December 31, 2025. There were no interest rate swaps outstanding at July 4, 2026.

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 nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our raw material requirements and our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.

Natural gas produced by Nucor’s production operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our steel, scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes in the condensed consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At July 4, 2026, accumulated other comprehensive loss, net of income taxes included $2 million in unrealized net-of-tax losses for the fair value of these derivative financial instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period.

The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative financial instruments outstanding at July 4, 2026, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in millions):

Commodity Derivative10% Change25% Change
Natural gas$13$31
Other commodities$18$43

Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.

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Foreign Currency Risk

Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at July 4, 2026 were insignificant.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the evaluation date.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended July 4, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks.

During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the United States Environmental Protection Agency. A combined settlement is currently being negotiated with the United States Department of Justice, the United States Environmental Protection Agency and the Louisiana Department of Environmental Quality. We do not believe that any aggregate settlement for these allegations will be material to Nucor.

There were no other proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition).

Item 1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in “Item 1A. Risk Factors” in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2025.

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Item 2. Unregistered Sales of Eq****uity Securities and Use of Proceeds

Our share repurchase program activity for each of the three months and the quarter ended July 4, 2026 was as follows (in millions, except per share amounts):

Total Number of Shares PurchasedAverage Price Paid per Share (1)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
April 5, 2026 - May 2, 20260.3$192.650.3$3,904
May 3, 2026 - May 30, 20260.6$231.570.6$3,765
May 31, 2026 - July 4, 20260.6$247.070.6$3,620
For the Quarter Ended July 4, 20261.51.5

(1)

Includes commissions of $0.09 per share.

(2)

On February 20, 2026, the Company announced that its Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. The share repurchase authorization is discretionary and has no expiration date.

Item 5. Other Information

Insider Trading Arrangements

During the quarter ended July 4, 2026, 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).

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Item 6. Exhibits

Exhibit No.Description of Exhibit
3Restated Certificate of Incorporation of Nucor Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed September 14, 2010 (File No. 001-04119))
3.1Bylaws of Nucor Corporation, as amended and restated February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 24, 2021 (File No. 001-04119))
10Retirement, Separation, Waiver and Release Agreement, dated as of May 28, 2026, by and between Nucor Corporation and David A. Sumoski (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 2, 2026 (File No. 001-04119)) (#)
10.1Retirement, Separation, Waiver and Release Agreement, dated as of June 16, 2026, by and between Nucor Corporation and Daniel R. Needham (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 22, 2026 (File No. 001-04119)) (#)
31*Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*Financial Statements (Unaudited) from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 4, 2026, filed August 12, 2026, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.
104*Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 4, 2026, filed August 12, 2026, formatted in Inline XBRL (included in Exhibit 101 above).
  • Filed herewith.

** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

(#) Indicates a management contract or compensatory plan or arrangement.

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SIGNA****TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NUCOR CORPORATION
By:/s/ John L. Sullivan
John L. Sullivan
Chief Financial Officer, Treasurer and
Executive Vice President

Dated: August 12, 2026