Nucor Shareholders Approve New Incentive Plan and Board Elections at Annual Meeting

Nucor Corporation announced that all proposals presented at its annual meeting of stockholders were approved, including the adoption of a new incentive compensation plan and the reelection of all board nominees.

The newly approved 2025 Omnibus Incentive Compensation Plan replaces the prior equity plan and allows the company to grant a range of equity-based awards, such as stock options, restricted shares, and performance units, to employees, officers, and directors. The plan is intended to align long-term employee incentives with shareholder interests.

All eight nominees for the board of directors were reelected with strong support. Among the directors, Michael W. Lamach and Nicholas C. Gangestad received the highest number of votes in favor, while Leon J. Topalian had the highest number of withheld votes but was still reelected by a wide margin.

Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for the current fiscal year. Additionally, an advisory resolution approving executive compensation received majority support, although a notable percentage of shareholders voted against it.

The results demonstrate shareholder confidence in the company’s leadership, financial oversight, and incentive strategy going forward.

Nucor Corporation Completes $1 Billion Senior Notes Offering
Charlotte, NC – March 6, 2025 – Nucor Corporation (NYSE: NUE) announced the successful completion of its $1 billion senior notes offering, consisting of $500 million in 4.650% Notes due 2030 and $500 million in 5.100% Notes due 2035. The company received net proceeds of approximately $988.2 million after underwriting discounts and expenses.

Key Details of the Offering
The offering was underwritten by BofA Securities, J.P. Morgan Securities, U.S. Bancorp Investments, and Wells Fargo Securities.
The 2030 Notes mature on June 1, 2030, with an annual interest rate of 4.650%.
The 2035 Notes mature on June 1, 2035, with an annual interest rate of 5.100%.
Interest on both series will be paid semi-annually on June 1 and December 1, beginning December 1, 2025.
The Notes were issued under Nucor’s existing shelf registration statement on Form S-3.
Use of Proceeds
The proceeds from the Notes will be used for general corporate purposes, which may include:

Debt repayment or refinancing
Capital expenditures
Strategic investments and acquisitions
Working capital
Redemption and Repurchase Terms
The Notes may be redeemed early at a premium before their respective Par Call Dates (May 1, 2030, for the 2030 Notes and March 1, 2035, for the 2035 Notes).
After the Par Call Dates, Nucor may redeem the Notes at 100% of the principal amount plus accrued interest.
In the event of a Change of Control Triggering Event, holders may require Nucor to repurchase their Notes at 101% of the principal amount, plus accrued interest.
Additional Information
The Notes are senior unsecured obligations of Nucor and rank equally with the company's existing and future unsecured debt. They will be subordinated to secured debt and structurally subordinated to liabilities of subsidiaries.

The offering was conducted under an indenture dated August 19, 2014, as supplemented by multiple amendments, most recently the Sixth Supplemental Indenture dated March 5, 2025.

For further details, the full Underwriting Agreement and Indenture have been filed as exhibits to Nucor’s Form 8-K with the SEC.

Fitch Ratings - New York - 28 Feb 2025: Fitch Ratings has affirmed Nucor Corporation's Long-Term Issuer Default Rating (IDR) at 'A-'. The Rating Outlook is Stable. Fitch has also affirmed Nucor's senior unsecured credit facility, senior unsecured notes and industrial revenue bonds at 'A-'. Fitch has additionally affirmed Nucor's Short-Term IDR at 'F1'.

Nucor's ratings and Outlook reflect its significant size as the largest and most diversified steel manufacturer in North America. The ratings also reflect the company's highly variable low-cost structure, which results in EBITDA margins among the industry's highest, as well consistently positive and significant FCF through the cycle. The company's long history of conservative leverage through various cycles and Fitch Ratings' expectation that EBITDA leverage will remain below 1.5x also support the ratings.

Nucor Corporation has reported its results for the fourth quarter and full year of 2024, revealing a decline in both net earnings and net sales compared to the previous year. The company’s fourth-quarter net earnings attributable to stockholders totaled $287 million, or $1.22 per diluted share, compared to $785 million, or $3.16 per diluted share, in the same quarter of 2023. For the full year, net earnings attributable to Nucor stockholders were $2.03 billion, or $8.46 per diluted share, down from $4.53 billion, or $18.00 per diluted share, in 2023.

Despite the decrease in earnings, Nucor continues to strengthen its financial position. The company ended the year with $4.14 billion in cash and cash equivalents and remains undrawn on its $1.75 billion revolving credit facility. Nucor’s Board of Directors declared a quarterly cash dividend of $0.55 per share, marking the company’s 207th consecutive dividend payment, and has repurchased approximately $2.74 billion in stock over the year. Nucor anticipates a stable performance in its steel mills and steel products segments for the first quarter of 2025, with expectations for lower earnings in the raw materials segment.