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NUCOR CORP

For the period ended May 8, 2025. Filed Mar 24, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2025 · Filed Mar 24, 2025

Use the contents to explore the available documents and sections.

NUE$244.97-0.3%Stored close · as of Nov 6, 2026
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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:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

(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):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1915 Rexford Road Charlotte, North Carolina 28211 Phone 704.366.7000

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

The 2025 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 8, 2025 via live audio webcast at www.virtualshareholdermeeting.com/NUE2025, for the following purposes:

•To elect the eight directors nominated by the Board of Directors;
•To ratify the appointment of PricewaterhouseCoopers LLP to serve as Nucor’s independent registered public accounting firm for 2025;
•To approve, on an advisory basis, Nucor’s named executive officer compensation in 2024;
•To approve the Nucor Corporation 2025 Omnibus Incentive Compensation Plan; and
•To conduct such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders as of the close of business on March 10, 2025 are entitled to receive notice of, and to vote at, the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUE2025. 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 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/NUE2025, 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 24, 2025

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders To Be Held on May 8, 2025

The Notice of 2025 Annual Meeting of Stockholders and Proxy Statement and

the 2024 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.

Dear fellow stockholders, I appreciate your investment in Nucor and the vote of confidence in our team that it represents. Your time is valuable, so allow me to briefly share what I most want you to know before you vote: • Nucor aims to be the safest, highest quality, lowest cost, most sustainable and most profitable steel and steel products company in the world. • In an increasingly resource-constrained world, Nucor is the largest recycler of scrap in North America. • The vast majority of Nucor’s suppliers and customers are in North America — a significant attribute as the risk of lengthy supply chains has become more apparent in recent years. • Nucor’s products are essential to the functioning of our economy and at the core of sectors that matter greatly to human productivity and security: construction, transportation, energy production and transmission, as well as manufacturing. • Sustainable value creation guides how we approach governance, compensation, capital allocation and risk management. • The results of our approach are evident in the following: - In 2024, we delivered the safest year in Nucor history. - Over the past 5 years, we have returned more than $12 billion to our stockholders via share repurchases and dividends, even as we invested over $16 billion to grow your company. - We have both paid and increased our regular quarterly dividend annually since 1973. We therefore ask for your vote in favor of the items described in this Proxy Statement, welcome your input at any time of year, and thank you for your support. Sincerely, Leon J. Topalian Chair, President and Chief Executive Officer

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THE WORLD’S MOST SUSTAINABLE STEEL AND STEEL PRODUCTS MANUFACTURER

WHAT DOES IT MEAN TO BE SUSTAINABLE?

Sustainability is synonymous with the viability of a company, community, institution or societal practice over the long-term. It is generally thought of as a form of ethics that accommodates the economic, social and environmental needs of both current and future generations.

OUR COMMITMENT

Nucor’s commitment to Sustainability is at the heart of our mission as it guides both our actions today and the strategy that lays the foundation for our future.

ECONOMICSOCIALENVIRONMENTAL
10% EPS compound annual growth rate (“CAGR”) since 1999+ 90% Retention rateSteel made from ~77% recycled content
11% Dividend CAGR since 199942% Improvement in safety over the last five yearsCO2 intensity 40% of the global average
Strongest credit ratings in the IndustryNucor’s scholarship program has granted more than 27,000 students ~$134 million since inception in 1974Founded the Global Steel Climate Council to lead industry decarbonization

OUR MISSION

GROW THE COREEXPAND BEYONDLIVE OUR CULTURE
Modernizing and growing our fleet of industry leading EAF steel mills and downstream, value-added finishing capabilities to serve an even wider array of customer needs for the next 50 years and beyond.Expanding into new products and markets that leverage Nucor’s steelmaking heritage and our core competency as a leading industrial manufacturer.Recognizing, by our actions and words that: 1. Nucor teammates are the true source of value creation for Nucor stockholders. 2. We must earn the trust of our partners and stakeholders every day.

OUR CHALLENGE IS TO BECOME THE WORLD’S SAFEST STEEL COMPANY

We live each day with gratitude for the families, customers and partners that make our work possible.

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Proxy Summary1
Proposal 1: Election of Directors3
Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees4
Our Director Nominees5
Security Ownership of Management and Certain Beneficial Owners9
Corporate Governance and Board of Directors11
Director Compensation21
Report of the Audit Committee23
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm24
Executive Officer Compensation25
Compensation Discussion and Analysis25
Summary Compensation Table41
Grants of Plan-Based Awards Table42
Outstanding Equity Awards at Fiscal Year-End Table44
Options Exercised and Stock Vested Table45
Nonqualified Deferred Compensation Table45
Post-Termination Payments Summary49
Pay Ratio Disclosure49
Pay Versus Performance Disclosure51
Report of the Compensation and Executive Development Committee54
Equity Compensation Plan Information55
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation56
Proposal 4: Approval of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan57
General Information64
Other Matters67
Appendix A: Nucor Corporation 2025 Omnibus Incentive Compensation PlanA-1

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