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As filed with the Securities and Exchange Commission on April 30, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
OR
☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-14732

COMPANHIA SIDERÚRGICA NACIONAL**

**(Exact name of registrant as specified in its charter)

NATIONAL STEEL COMPANY**

**(Translation of registrant’s name into English)

THE FEDERATIVE REPUBLIC OF BRAZIL**

**(Jurisdiction of incorporation or organization)

Antonio Marco Campos Rabello, Chief Financial and Investor Relations Officer

Phone: +55 113049-7585 Fax: +55 11 3049-7212

invrel@csn.com.br

Av. Brigadeiro Faria Lima, 3400 – 20th floor

04538-132, São Paulo, SP, Brazil

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each classTrading symbolName of each exchange on which registered
Common Shares without Par Value*NYSE
American Depositary Shares (as evidenced by American Depositary Receipts), each representing one share of Common StockSIDNYSE
  • Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the U.S. Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023:

1,326,093,947 Common Shares without Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☑No

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.

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).

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

Large accelerated filer ☑Accelerated filer ☐Non-accelerated filer ☐Emerging growth company ☐

If an emer ging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☑ Yes ☐ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐ Yes☑No

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐ Yes ☐ No

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☑Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☑ No

TABLE OF CONTENTS

INTRODUCTION1
FORWARD-LOOKING STATEMENTS1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION2
PART I
Item 1. Identity of Directors, Senior Management and Advisors3
Item 2. Offer Statistics and Expected Timetable3
Item 3. Key Information3
3A. [Reserved]3
3B. Capitalization and Indebtedness3
3C. Reasons for the Offer and Use of Proceeds3
3D. Risk Factors3
Item 4. Information on the Company17
4A. History and Development of the Company17
4B. Business Overview20
4C. Organizational Structure66
4D. Property, Plant and Equipment66
Item 4A. Unresolved Staff Comments70
Item 5. Operating and Financial Review and Prospects70
5A. Operating Results70
5B. Liquidity and Capital Resources79
5C. Research and Development, Patents and Licenses, Etc.85
5D. Trend Information86
5E. Critical Accounting Estimates87
Item 6. Directors, Senior Management and Employees87
6A. Directors and Senior Management87
6B. Compensation90
6C. Board Practices90
6D. Employees91
6E. Share Ownership91
6F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation92
Item 7. Major Shareholders and Related Party Transactions92
7A. Major Shareholders92
7B. Related Party Transactions92
7C. Interests of Experts and Counsel92
Item 8. Financial Information92
8A. Consolidated Statements and Other Financial Information92
8B. Significant Changes101
Item 9. The Offer and Listing101
9A. Offer and Listing Details101
9B. Plan of Distribution101
9C. Markets101
9D. Selling Shareholders103
9E. Dilution103
9F. Expenses of the Issue103
Item 10. Additional Information103
10A. Share Capital103
10B. Memorandum and Articles of Association103
10C. Material Contracts106
10D. Exchange Controls106
10E. Taxation107
10F. Dividends and Paying Agents115
10G. Statement by Experts115
10H. Documents on Display116
10I. Subsidiary Information116
Item 11. Quantitative and Qualitative Disclosures About Market Risk116
Item 12. Description of Securities Other Than Equity Securities120
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies120
Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds120
Item 15. Controls and Procedures120
Item 16. Reserved121
16A. Audit Committee Financial Expert121
16B. Code of Ethics121
16C. Principal Accountant Fees and Services122
16D. Exemptions from the Listing Standards for Audit Committees122
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers122
16F. Change in Registrant’s Certifying Accountant122
16G. Corporate Governance122
16H. Mine Safety Disclosure124
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections124
16J. Insider Trading Policies124
16K. Cybersecurity124
PART III
Item 17. Financial Statements125
Item 18. Financial Statements125
Item 19. Exhibits125
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.