NUCOR CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

NUCOR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1915 Rexford Road Charlotte, North Carolina 28211 Phone 704.366.7000 Fax 704.362.4208

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

The 2024 annual meeting of stockholders (the “Annual Meeting”) of Nucor Corporation (“Nucor,” “we,” “us” or “our”) will be held at 9:00 a.m., Eastern Time, on Thursday, May 9, 2024 via live audio webcast at www.virtualshareholdermeeting.com/NUE2024, for the following purposes:

Stockholders as of the close of business on March 11, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUE2024. To participate in the Annual Meeting via live audio webcast, you will need the 16-digit control number, which can be found on the proxy card, voting instruction form or notice provided or the instructions that you receive bye-mail. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number.

Nucor has designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have atan in-person meeting, using online tools to ensure stockholder access and participation. Specifically, stockholders participating in the Annual Meeting will be able to vote their shares electronically and to submit questions during the meeting using the directions on the virtual meeting site, www.virtualshareholdermeeting.com/NUE2024, that day. Individuals interested in attending the Annual Meeting and who do not have a control number may register as a guest on the virtual meeting site but will not be able to vote or to submit questions during the meeting. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time. Please allow ample time for the online check-in process.

Whether or not you plan to participate in the Annual Meeting, we strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

This year we will once again be using the Securities and Exchange Commission rule that allows us to provide proxy materials to our stockholders via the Internet. By doing so, most of our stockholders will only receive a notice of the Annual Meeting containing instructions on how to access the proxy materials via the Internet and to vote online, by telephone or by mail. If you would like to receive a paper ore-mail copy of the proxy materials, you should follow the instructions in the notice for requesting a copy.

By order of the Board of Directors,

A. Rae Eagle

Vice President and

Corporate Secretary

March 22, 2024

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders To Be Held on May 9, 2024

The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement and

the 2023 Annual Report to Stockholders are available at www.proxyvote.com.

YOUR VOTE IS VERY IMPORTANT. TO ENSURE THAT YOU WILL BE REPRESENTED AT THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY AS SOON AS POSSIBLE VIA THE INTERNET, BY TELEPHONE OR BY MAIL.

A MESSAGE FROM THE CHAIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear fellow stockholders,

I am happy to report the Nucor team delivered another strong financial performance in 2023, our third-most profitable year in Company history. For the year, Nucor generated $4.52 billion in net earnings, or $18.00 per diluted share. This represents a 23% return on average stockholders’ equity, marking our third consecutive year above 20%. In keeping with our goal of becoming the world’s safest steel company, we improved our safety performance for a fifth consecutive year, as measured by our injury and illness rate.

We achieved these results as we ramped up new operations, broke ground on growth projects and integrated recent acquisitions into the Nucor family.

We also advanced our strategy on climate change:

Our efforts have not gone unnoticed, with recognition from Fortune Magazine and Barron’s as displayed on the following page. While we are certainly proud of these awards, our initiatives in workplace safety and sustainability are far from complete. We know that continued improvement in both of these areas is essential to our long-term success.

Achieving our 2050 net-zero emission target depends on the scalability of emerging technologies in cleaner forms of power generation and iron making. We are not sitting idle and waiting for others to do the heavy lifting. Instead, we are actively investigating solutions and selectively investing our financial and human capital where we see the best application for Nucor. On the following page, we outline several sustainability initiatives Nucor is pursuing, which are aligned with our “Made for Good” campaign.

“Made for Good” is an important aspect of our GHG reduction strategy. It helps recognize Nucor’s leadership role in sustainable steel production and our ability to help customers achieve their own sustainability goals. We believe that the more customers value the low embodied carbon and circular nature of Nucor’s manufacturing process, the faster we can move toward anet-zero future.

I am excited about our recent performance on earnings, safety and sustainability, and we are committed to achieving even better results as we move forward.

On behalf of the Board of Directors and all Nucor teammates, thank you for your investment in our Company. We appreciate the trust you place in us. We ask for your continued support at this year’s annual meeting, so we can continue to deliver the results you expect and deserve as a Nucor stockholder.

Sincerely,

Leon J. Topalian

Chair, President and Chief Executive Officer

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