STOCK TITAN

Nucor Q3 earnings climb to $1.32B as sales rise

NUE generated $4.522 billion of operating cash flow in the first nine months, compared with $2.435 billion a year earlier.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Nucor Corporation reported net sales of $11.249 billion for the 13 weeks ended October 3, 2026, compared with $8.521 billion in the same period a year earlier. Net earnings attributable to Nucor stockholders were $1.319 billion, versus $607 million, and diluted earnings per share were $5.80 versus $2.63.

For the 39 weeks ended October 3, 2026, net sales were $31.142 billion, versus $24.807 billion, and net earnings attributable to Nucor stockholders were $3.218 billion, versus $1.366 billion. Cash provided by operating activities was $4.522 billion, compared with $2.435 billion in the prior-year nine-month period.

Third-quarter segment earnings before income taxes and noncontrolling interests were $1.788 billion for steel mills, $465 million for steel products and $105 million for raw materials; corporate/eliminations were negative $491 million. Cash and cash equivalents were $3.467 billion at October 3, 2026. Approximately $3.12 billion remained available under Nucor's discretionary authorization to repurchase up to $4.00 billion of common stock.

3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Moderate pointThird-quarter net sales were $11.249 billion, versus $8.521 billion.
  • Moderate pointThird-quarter net earnings attributable to Nucor stockholders were $1.319 billion, versus $607 million.
  • Moderate pointNine-month cash provided by operating activities was $4.522 billion, versus $2.435 billion.

Negative

  • None.

Filing Explained

This unaudited quarterly report shows that Nucor classified a larger amount of long-term debt and finance lease obligations as current at October 3, 2026 than at December 31, 2025, increasing the amount in that balance-sheet category.

Third-quarter net sales $11.249 billion 13 weeks ended October 3, 2026; $8.521 billion in the 13 weeks ended October 4, 2025
Third-quarter net earnings attributable to Nucor stockholders $1.319 billion 13 weeks ended October 3, 2026; $607 million in the 13 weeks ended October 4, 2025
Diluted earnings per share $5.80 13 weeks ended October 3, 2026; $2.63 in the 13 weeks ended October 4, 2025
Nine-month net sales $31.142 billion 39 weeks ended October 3, 2026; $24.807 billion in the 39 weeks ended October 4, 2025
Nine-month net earnings attributable to Nucor stockholders $3.218 billion 39 weeks ended October 3, 2026; $1.366 billion in the 39 weeks ended October 4, 2025
Cash provided by operating activities $4.522 billion 39 weeks ended October 3, 2026; $2.435 billion in the 39 weeks ended October 4, 2025
Cash and cash equivalents $3.467 billion At October 3, 2026
Available share-repurchase authorization Approximately $3.12 billion At October 3, 2026; program authorizes repurchases of up to $4.00 billion of common stock
Segment earnings financial
"segment earnings before income taxes and noncontrolling interests"
Segment earnings are the profit or loss reported for one specific part of a business—such as a product line, geographic region, or division—separated from the company’s overall results. Investors use them like slices of a pie to see which parts are making money, which are dragging performance down, and where management should invest or cut back, helping assess growth prospects and risk more precisely than looking at the company as a whole.
Noncontrolling interests financial
"Net earnings before noncontrolling interests"
The portion of a subsidiary’s equity and profits that belongs to outside owners rather than the parent company; when a parent reports consolidated results it includes the whole subsidiary but shows the noncontrolling slice separately. Think of a company’s subsidiary as a pie where the parent owns most slices but some are held by other investors — noncontrolling interests tell you how much of the pie and its future earnings don’t belong to the parent, which affects how much profit and net assets are truly attributable to the parent’s shareholders.
Fair value hierarchy financial
"no transfers between levels in the fair value hierarchy"
Impairment assessment financial
"performed an impairment assessment"
An impairment assessment is the process companies use to check whether an asset on their books is still worth the amount shown in the financial statements, by comparing its recorded (carrying) value with the amount the asset can realistically generate or be sold for. Like inspecting a worn tool to see if it still has the same resale or usefulness as listed, the outcome can change reported profits and asset totals, which matters to investors because it affects measures of company performance and net worth.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were NUE's third-quarter sales and earnings?

NUE reported $11.249 billion in net sales and $1.319 billion in net earnings attributable to Nucor stockholders for the 13 weeks ended October 3, 2026. The comparable prior-year figures were $8.521 billion and $607 million. Diluted earnings per share were $5.80, versus $2.63.

How much of NUE's share-repurchase authorization remained at October 3, 2026?

Approximately $3.12 billion remained available under the authorization to repurchase up to $4.00 billion of common stock. Repurchases may be made in the open market at prevailing market prices, through private transactions or through block trades. The authorization is discretionary and has no expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

 

 

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 October 3, 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)

 

 

Delaware

 

13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1915 Rexford Road, Charlotte, North Carolina

 

28211

(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 class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.40 per share

 

NUE

 

New 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 ☒

224,944,177 shares of the registrant’s common stock were outstanding at October 3, 2026.

 

 


Table of Contents

 

Nucor Corporation

Quarterly Report on Form 10-Q

For the Three Months and Nine Months Ended October 3, 2026

Table of Contents

 

 

 

 

 

 

 

Page

Part I

 

Financial Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) and Nine Months (39 Weeks) Ended October 3, 2026 and October 4, 2025

 

1

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) and Nine Months (39 Weeks) Ended October 3, 2026 and October 4, 2025

 

2

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets – October 3, 2026 and December 31, 2025

 

3

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows – Nine Months (39 Weeks) Ended October 3, 2026 and October 4, 2025

 

4

 

 

 

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

5

 

 

 

 

 

 

 

 

 

Item 2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

19

 

 

 

 

 

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

27

 

 

 

 

 

 

 

 

 

Item 4

 

Controls and Procedures

 

28

 

 

 

 

 

 

 

Part II

 

Other Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Legal Proceedings

 

29

 

 

 

 

 

 

 

 

 

Item 1A

 

Risk Factors

 

29

 

 

 

 

 

 

 

 

 

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

30

 

 

 

 

 

 

 

 

 

Item 5

 

Other Information

 

30

 

 

 

 

 

 

 

 

 

Item 6

 

Exhibits

 

31

 

 

 

 

 

 

 

Signatures

 

32

 

 

 

 

 

 

 

 

 

i


Table of Contents

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In millions, except per share data)

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Net sales

 

$

11,249

 

 

$

8,521

 

 

$

31,142

 

 

$

24,807

 

Costs, expenses and other:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

8,923

 

 

 

7,333

 

 

 

25,281

 

 

 

21,791

 

Marketing, administrative and other expenses

 

 

444

 

 

 

300

 

 

 

1,227

 

 

 

885

 

Equity in earnings of unconsolidated affiliates

 

 

(9

)

 

 

(10

)

 

 

(24

)

 

 

(24

)

Losses and impairments of assets

 

 

17

 

 

 

-

 

 

 

32

 

 

 

40

 

Interest expense, net

 

 

7

 

 

 

15

 

 

 

38

 

 

 

48

 

 

 

9,382

 

 

 

7,638

 

 

 

26,554

 

 

 

22,740

 

Earnings before income taxes and noncontrolling interests

 

 

1,867

 

 

 

883

 

 

 

4,588

 

 

 

2,067

 

Provision for income taxes

 

 

394

 

 

 

200

 

 

 

965

 

 

 

452

 

Net earnings before noncontrolling interests

 

 

1,473

 

 

 

683

 

 

 

3,623

 

 

 

1,615

 

Earnings attributable to noncontrolling interests

 

 

154

 

 

 

76

 

 

 

405

 

 

 

249

 

Net earnings attributable to Nucor stockholders

 

$

1,319

 

 

$

607

 

 

$

3,218

 

 

$

1,366

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

5.81

 

 

$

2.63

 

 

$

14.08

 

 

$

5.89

 

Diluted

 

$

5.80

 

 

$

2.63

 

 

$

14.06

 

 

$

5.88

 

Average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

226.4

 

 

 

229.9

 

 

 

227.8

 

 

 

231.1

 

Diluted

 

 

226.7

 

 

 

230.2

 

 

 

228.2

 

 

 

231.4

 

 

See notes to condensed consolidated financial statements.

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Table of Contents

 

 

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Net earnings before noncontrolling interests

 

$

1,473

 

 

$

683

 

 

$

3,623

 

 

$

1,615

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized loss on hedging derivatives,
   net of income taxes of $(
5) and $(3) for the
   third quarter of 2026 and 2025, respectively,
   and $(
13) and $(5) for the first nine months
   of 2026 and 2025, respectively

 

 

(16

)

 

 

(10

)

 

 

(41

)

 

 

(16

)

Reclassification adjustment for settlement of hedging
   derivatives included in net earnings, net of income
   taxes of $
2 and $3 for the third quarter
   of 2026 and 2025, respectively, and $
14 and
   $
5 for the first nine months of 2026 and 2025,
   respectively

 

 

6

 

 

 

7

 

 

 

42

 

 

 

14

 

Foreign currency translation gain (loss), net of income
   taxes of $
0 for the third quarter and first nine
   months of 2026 and 2025

 

 

2

 

 

 

(19

)

 

 

(29

)

 

 

21

 

 

 

(8

)

 

 

(22

)

 

 

(28

)

 

 

19

 

Comprehensive income

 

 

1,465

 

 

 

661

 

 

 

3,595

 

 

 

1,634

 

Comprehensive income attributable to noncontrolling
   interests

 

 

154

 

 

 

76

 

 

 

405

 

 

 

249

 

Comprehensive income attributable to Nucor stockholders

 

$

1,311

 

 

$

585

 

 

$

3,190

 

 

$

1,385

 

 

See notes to condensed consolidated financial statements.

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Table of Contents

 

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In millions)

 

 

 

October 3, 2026

 

 

December 31, 2025

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,467

 

 

$

2,260

 

Short-term investments

 

 

173

 

 

 

439

 

Accounts receivable, net

 

 

4,296

 

 

 

3,105

 

Inventories, net

 

 

6,020

 

 

 

5,462

 

Other current assets

 

 

398

 

 

 

499

 

Total current assets

 

 

14,354

 

 

 

11,765

 

Property, plant and equipment, net

 

 

16,103

 

 

 

15,306

 

Goodwill

 

 

4,290

 

 

 

4,297

 

Other intangible assets, net

 

 

2,693

 

 

 

2,880

 

Other assets

 

 

924

 

 

 

856

 

Total assets

 

$

38,364

 

 

$

35,104

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term debt

 

$

130

 

 

$

122

 

Current portion of long-term debt and finance lease obligations

 

 

579

 

 

 

90

 

Accounts payable

 

 

2,380

 

 

 

1,890

 

Salaries, wages and related accruals

 

 

1,335

 

 

 

882

 

Accrued expenses and other current liabilities

 

 

1,406

 

 

 

1,020

 

Total current liabilities

 

 

5,830

 

 

 

4,004

 

Long-term debt and finance lease obligations due after one year

 

 

6,384

 

 

 

6,909

 

Deferred credits and other liabilities

 

 

2,059

 

 

 

2,067

 

Total liabilities

 

 

14,273

 

 

 

12,980

 

Commitments and contingencies

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Nucor stockholders' equity:

 

 

 

 

 

 

Common stock

 

 

152

 

 

 

152

 

Additional paid-in capital

 

 

2,221

 

 

 

2,253

 

Retained earnings

 

 

34,338

 

 

 

31,504

 

Accumulated other comprehensive loss,
   net of income taxes

 

 

(222

)

 

 

(194

)

Treasury stock

 

 

(13,678

)

 

 

(12,779

)

Total Nucor stockholders' equity

 

 

22,811

 

 

 

20,936

 

Noncontrolling interests

 

 

1,280

 

 

 

1,188

 

Total equity

 

 

24,091

 

 

 

22,124

 

Total liabilities and equity

 

$

38,364

 

 

$

35,104

 

 

See notes to condensed consolidated financial statements.

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Table of Contents

 

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

 

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

Operating activities:

 

 

 

 

 

 

Net earnings before noncontrolling interests

 

$

3,623

 

 

$

1,615

 

Adjustments:

 

 

 

 

 

 

Depreciation

 

 

967

 

 

 

910

 

Amortization

 

 

188

 

 

 

191

 

Impairment of assets

 

 

32

 

 

 

20

 

Stock-based compensation

 

 

129

 

 

 

102

 

Deferred income taxes

 

 

(71

)

 

 

2

 

Distributions from affiliates

 

 

7

 

 

 

6

 

Equity in earnings of unconsolidated affiliates

 

 

(24

)

 

 

(24

)

Changes in assets and liabilities (exclusive of acquisitions and dispositions):

 

 

 

 

 

 

Accounts receivable

 

 

(1,203

)

 

 

(614

)

Inventories

 

 

(560

)

 

 

(295

)

Accounts payable

 

 

485

 

 

 

296

 

Federal income taxes

 

 

167

 

 

 

177

 

Salaries, wages and related accruals

 

 

458

 

 

 

20

 

Other operating activities

 

 

324

 

 

 

29

 

Cash provided by operating activities

 

 

4,522

 

 

 

2,435

 

Investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(1,861

)

 

 

(2,620

)

Investment in and advances to affiliates

 

 

(2

)

 

 

(1

)

Disposition of plant and equipment

 

 

34

 

 

 

42

 

Divestiture of affiliate

 

 

4

 

 

 

-

 

Purchases of investments

 

 

(165

)

 

 

(872

)

Proceeds from the sale of investments

 

 

432

 

 

 

938

 

Other investing activities

 

 

23

 

 

 

4

 

Cash used in investing activities

 

 

(1,535

)

 

 

(2,509

)

Financing activities:

 

 

 

 

 

 

Net change in short-term debt

 

 

8

 

 

 

(89

)

Repayment of long-term debt

 

 

(42

)

 

 

(1,012

)

Proceeds from issuance of long-term debt, net of discount

 

 

15

 

 

 

997

 

Bond issuance costs

 

 

(1

)

 

 

(9

)

Proceeds from exercise of stock options

 

 

19

 

 

 

1

 

Payment of tax withholdings on certain stock-based compensation

 

 

(82

)

 

 

(32

)

Distributions to noncontrolling interests

 

 

(314

)

 

 

(231

)

Cash dividends

 

 

(386

)

 

 

(385

)

Acquisition of treasury stock

 

 

(976

)

 

 

(600

)

Proceeds from government incentives

 

 

-

 

 

 

77

 

Other financing activities

 

 

(14

)

 

 

14

 

Cash used in financing activities

 

 

(1,773

)

 

 

(1,269

)

Effect of exchange rate changes on cash

 

 

(7

)

 

 

6

 

Increase (decrease) in cash and cash equivalents

 

 

1,207

 

 

 

(1,337

)

Cash and cash equivalents - beginning of year

 

 

2,260

 

 

 

3,558

 

Cash and cash equivalents - end of nine months

 

$

3,467

 

 

$

2,221

 

Non-cash investing activity:

 

 

 

 

 

 

Change in accrued plant and equipment purchases

 

$

6

 

 

$

14

 

 

See notes to condensed consolidated financial statements.

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Table of Contents

 

Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Interim Presentation

The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to make a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2025 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included in this Item 1 should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

 

Recently Issued Accounting Pronouncements

In November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements.

In December 2025, new accounting guidance was issued related to government grants received by business entities. This new accounting guidance is effective for annual periods beginning after December 15, 2028 and interim periods within those annual reporting periods. Adoption of this new accounting guidance can either be applied under a modified prospective, modified retrospective or retrospective approach. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements.

2. Inventories

Inventories consisted of approximately 40% raw materials and supplies and 60% finished and semi-finished products at October 3, 2026 (approximately 35% and 65%, respectively, at December 31, 2025). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of $13.58 billion at October 3, 2026 ($13.38 billion at December 31, 2025).

Included within property, plant and equipment, net of the steel mills segment at October 3, 2026 is $213 million of assets, net of accumulated depreciation, related to our consolidated joint venture, Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“NJSM”). During the fourth quarter of 2025, the Company determined that a triggering event occurred after review of NJSM's most recent annual forecast. The Company performed an impairment assessment to determine if the carrying amount of NJSM exceeded its projected undiscounted cash flows. Upon completion of the assessment, the Company determined that the carrying amount did not exceed its projected undiscounted cash flows and no impairment charge was required. Nucor will continue to monitor NJSM's financial performance. If NJSM's financial performance underperforms its forecasts, management may determine that a triggering event has occurred and additional testing may be required.

 

 

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Table of Contents

 

 

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the nine months ended October 3, 2026 by segment was as follows (in millions):

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Total

 

Balance at December 31, 2025

 

$

675

 

 

$

2,825

 

 

$

797

 

 

$

4,297

 

Translation

 

 

-

 

 

 

(7

)

 

 

-

 

 

 

(7

)

Balance at October 3, 2026

 

$

675

 

 

$

2,818

 

 

$

797

 

 

$

4,290

 

 

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and consisted of the following as of October 3, 2026 and December 31, 2025 (in millions):

 

 

 

October 3, 2026

 

 

December 31, 2025

 

 

 

Gross Amount

 

 

Accumulated
Amortization

 

 

Gross Amount

 

 

Accumulated
Amortization

 

Customer relationships

 

$

4,382

 

 

$

1,842

 

 

$

4,444

 

 

$

1,737

 

Trademarks and trade names

 

 

373

 

 

 

223

 

 

 

374

 

 

 

207

 

Other

 

 

136

 

 

 

133

 

 

 

142

 

 

 

136

 

 

 

$

4,891

 

 

$

2,198

 

 

$

4,960

 

 

$

2,080

 

 

Intangible asset amortization expense in the third quarter of 2026 and 2025 was $62 million and $63 million, respectively, and $188 million and $191 million in the first nine months of 2026 and 2025, respectively. Annual amortization expense is estimated to be $249 million in 2026; $246 million in 2027; $224 million in 2028; $201 million in 2029; $194 million in 2030; and $180 million in 2031.

5. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $155 million at October 3, 2026 ($145 million at December 31, 2025). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $127 million at October 3, 2026 ($129 million at December 31, 2025).

 

6


Table of Contents

 

6. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of October 3, 2026 and December 31, 2025 (in millions). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

Carrying
Amount in
Condensed
Consolidated
Balance
Sheets

 

 

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

As of October 3, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

2,825

 

 

$

2,825

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

173

 

 

 

173

 

 

 

-

 

 

 

-

 

Derivative contracts

 

 

2

 

 

 

-

 

 

 

2

 

 

 

-

 

Other assets

 

 

135

 

 

 

-

 

 

 

-

 

 

 

135

 

Total assets

 

$

3,135

 

 

$

2,998

 

 

$

2

 

 

$

135

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(17

)

 

$

-

 

 

$

(17

)

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,596

 

 

$

1,596

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

439

 

 

 

439

 

 

 

-

 

 

 

-

 

Other assets

 

 

102

 

 

 

23

 

 

 

-

 

 

 

79

 

Total assets

 

$

2,137

 

 

$

2,058

 

 

$

-

 

 

$

79

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(17

)

 

$

-

 

 

$

(17

)

 

$

-

 

 

Fair value measurements for Nucor’s cash equivalents, short-term investments and an investment in a publicly traded nuclear power equipment manufacturer are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair value measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. Fair value measurements for Nucor's investments in privately held companies, most of which are in a nuclear fusion technology company, are classified under Level 3 because such measurements are estimated based on unobservable inputs that indicate a change in fair value, including the transaction price in the event of a change in ownership of the investee (e.g., the sale of other investors' interests in the company) or the transaction price in the event of additional equity issuances of the investee. During the second quarter of 2026, the value of our investment in Helion, a fusion energy company, increased $61 million after it completed a capital financing round. There were no transfers between levels in the fair value hierarchy for the periods presented.

The fair value of short-term and long-term debt, including current maturities, was approximately $6.24 billion at October 3, 2026 (approximately $6.53 billion at December 31, 2025). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at October 3, 2026 and December 31, 2025, or similar debt with the same maturities, ratings and interest rates.

7. Contingencies

We are 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.

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Table of Contents

 

8. Stock-Based Compensation

Stock Options

A summary of activity under Nucor’s stock option plans for the first nine months of 2026 is as follows (shares and aggregate intrinsic value in thousands):

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

Average

 

 

Average

 

Aggregate

 

 

 

 

 

 

Exercise

 

 

Remaining

 

Intrinsic

 

 

 

Shares

 

 

Price

 

 

Contractual Life

 

Value

 

Number of shares under stock options:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

822

 

 

$

90.92

 

 

 

 

 

 

Granted

 

 

52

 

 

$

251.49

 

 

 

 

 

 

Exercised

 

 

(275

)

 

$

69.31

 

 

 

 

$

42,559

 

Canceled

 

 

-

 

 

$

-

 

 

 

 

 

 

Outstanding at October 3, 2026

 

 

599

 

 

$

114.82

 

 

5.7 years

 

$

75,735

 

Stock options exercisable at October 3, 2026

 

 

395

 

 

$

93.61

 

 

4.2 years

 

$

57,986

 

 

 

Compensation expense for stock options was $0.4 million and $0.3 million in the third quarter of 2026 and 2025, respectively, and $5 million in the first nine months of each of 2026 and 2025. As of October 3, 2026, unrecognized compensation expense related to stock options was $3 million, which we expect to recognize over a weighted-average period of 2.2 years.

Restricted Stock Units

A summary of Nucor’s restricted stock unit (“RSU”) activity for the first nine months of 2026 is as follows (shares in thousands):

 

 

 

Shares

 

 

Grant Date
Fair Value
Per Share

 

Restricted stock units:

 

 

 

 

 

 

Unvested at beginning of year

 

 

899

 

 

$

130.37

 

Granted

 

 

265

 

 

$

251.49

 

Vested

 

 

(531

)

 

$

152.66

 

Canceled

 

 

(11

)

 

$

144.29

 

Unvested at October 3, 2026

 

 

622

 

 

$

162.63

 

 

Compensation expense for RSUs was $15 million and $17 million in the third quarter of 2026 and 2025, respectively, and $64 million and $70 million in the first nine months of 2026 and 2025, respectively. As of October 3, 2026, unrecognized compensation expense related to unvested RSUs was $80 million, which we expect to recognize over a weighted-average period of 1.2 years.

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Table of Contents

 

Restricted Stock Awards

A summary of Nucor’s restricted stock activity under the Nucor Corporation Senior Officers Annual Incentive Plan (currently, a supplement to the Nucor Corporation 2025 Omnibus Incentive Compensation Plan, the “AIP”) and the Nucor Corporation Senior Officers Long-Term Incentive Plan (currently, a supplement to the Nucor Corporation 2025 Omnibus Incentive Compensation Plan, the “LTIP”) for the first nine months of 2026 is as follows (shares in thousands):

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value
Per Share

 

Restricted stock units and restricted stock awards:

 

 

 

 

 

 

Unvested at beginning of year

 

 

203

 

 

$

154.81

 

Granted

 

 

216

 

 

$

166.63

 

Vested

 

 

(241

)

 

$

165.86

 

Canceled

 

 

(2

)

 

$

160.26

 

Unvested at October 3, 2026

 

 

176

 

 

$

154.13

 

 

Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $23 million and $6 million in the third quarter of 2026 and 2025, respectively, and $61 million and $26 million in the first nine months of 2026 and 2025, respectively. As of October 3, 2026, unrecognized compensation expense related to unvested restricted stock awards was $7 million, which we expect to recognize over a weighted-average period of 1.7 years.

9. Employee Benefit Plan

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $171 million and $86 million in the third quarter of 2026 and 2025, respectively, and $429 million and $203 million in the first nine months of 2026 and 2025, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

10. Interest Expense (Income)

The components of net interest expense for the third quarter and first nine months of 2026 and 2025 are as follows (in millions):

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Interest expense

 

$

32

 

 

$

38

 

 

$

107

 

 

$

138

 

Interest income

 

 

(25

)

 

 

(23

)

 

 

(69

)

 

 

(90

)

Interest expense, net

 

$

7

 

 

$

15

 

 

$

38

 

 

$

48

 

 

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Table of Contents

 

11. Income Taxes

The effective tax rate for the third quarter of 2026 was 21.1% compared to 22.6% for the third quarter of 2025.

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 2022. The tax years 2023 through 2025 remain open to examination by the Internal Revenue Service. 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 financials. 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).

Non-current deferred tax assets included in other assets in the condensed consolidated balance sheets were $22 million at October 3, 2026 ($30 million at December 31, 2025). Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $1.30 billion at October 3, 2026 ($1.38 billion at December 31, 2025).

 

 

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Table of Contents

 

12. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity attributable to Nucor and the noncontrolling interests of Nucor’s joint ventures, Nucor-Yamato Steel Company (Limited Partnership), California Steel Industries, Inc. and NJSM, for the three months and nine months ended October 3, 2026 and October 4, 2025 (in millions):

 

 

 

 

 

 

Three Months (13 Weeks) Ended October 3, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, July 4, 2026

 

$

23,266

 

 

 

380.2

 

 

$

152

 

 

$

2,207

 

 

$

33,146

 

 

$

(214

)

 

 

153.2

 

 

$

(13,182

)

 

$

22,109

 

 

$

1,157

 

Net earnings before noncontrolling interests

 

 

1,473

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,319

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,319

 

 

 

154

 

Other comprehensive income (loss)

 

 

(8

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8

)

 

 

-

 

 

 

-

 

 

 

(8

)

 

 

-

 

Stock options exercised

 

 

4

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(0.1

)

 

 

4

 

 

 

4

 

 

 

-

 

Stock option expense

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

16

 

 

 

-

 

 

 

-

 

 

 

12

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4

 

 

 

16

 

 

 

-

 

Amortization of unearned
   compensation

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

Treasury stock acquired, and net impact of excise tax

 

 

(504

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2.0

 

 

 

(504

)

 

 

(504

)

 

 

-

 

Cash dividends declared

 

 

(127

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(127

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(127

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(32

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(32

)

Miscellaneous

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

BALANCES, October 3, 2026

 

$

24,091

 

 

 

380.2

 

 

$

152

 

 

$

2,221

 

 

$

34,338

 

 

$

(222

)

 

 

155.1

 

 

$

(13,678

)

 

$

22,811

 

 

$

1,280

 

 

 

 

 

 

 

 

Nine Months (39 Weeks) Ended October 3, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2025

 

$

22,124

 

 

 

380.2

 

 

$

152

 

 

$

2,253

 

 

$

31,504

 

 

$

(194

)

 

 

151.9

 

 

$

(12,779

)

 

$

20,936

 

 

$

1,188

 

Net earnings before noncontrolling interests

 

 

3,623

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,218

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,218

 

 

 

405

 

Other comprehensive income (loss)

 

 

(28

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28

)

 

 

-

 

 

 

-

 

 

 

(28

)

 

 

-

 

Stock options exercised

 

 

19

 

 

 

-

 

 

 

-

 

 

 

(4

)

 

 

-

 

 

 

-

 

 

 

(0.3

)

 

 

23

 

 

 

19

 

 

 

-

 

Stock option expense

 

 

5

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

22

 

 

 

-

 

 

 

-

 

 

 

(39

)

 

 

-

 

 

 

-

 

 

 

(0.7

)

 

 

61

 

 

 

22

 

 

 

-

 

Amortization of unearned
   compensation

 

 

5

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

Treasury stock acquired, and net impact of excise tax

 

 

(983

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4.2

 

 

 

(983

)

 

 

(983

)

 

 

-

 

Cash dividends declared

 

 

(384

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(384

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(384

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(314

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(314

)

Miscellaneous

 

 

2

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

BALANCES, October 3, 2026

 

$

24,091

 

 

 

380.2

 

 

$

152

 

 

$

2,221

 

 

$

34,338

 

 

$

(222

)

 

 

155.1

 

 

$

(13,678

)

 

$

22,811

 

 

$

1,280

 

 

11


Table of Contents

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended October 4, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, July 5, 2025

 

$

21,492

 

 

 

380.2

 

 

$

152

 

 

$

2,213

 

 

$

30,775

 

 

$

(167

)

 

 

150.7

 

 

$

(12,584

)

 

$

20,389

 

 

$

1,103

 

Net earnings before noncontrolling interests

 

 

683

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

607

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

607

 

 

 

76

 

Other comprehensive income (loss)

 

 

(22

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22

)

 

 

-

 

 

 

-

 

 

 

(22

)

 

 

-

 

Stock options exercised

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

 

 

-

 

Stock option expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

18

 

 

 

-

 

 

 

-

 

 

 

16

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

 

 

18

 

 

 

-

 

Amortization of unearned
   compensation

 

 

4

 

 

 

-

 

 

 

-

 

 

 

4

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4

 

 

 

-

 

Treasury stock acquired, and net impact of excise tax

 

 

(100

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0.7

 

 

 

(100

)

 

 

(100

)

 

 

-

 

Cash dividends declared

 

 

(127

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(127

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(127

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(17

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17

)

Miscellaneous

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1

)

BALANCES, October 4, 2025

 

$

21,931

 

 

 

380.2

 

 

$

152

 

 

$

2,233

 

 

$

31,255

 

 

$

(189

)

 

 

151.4

 

 

$

(12,681

)

 

$

20,770

 

 

$

1,161

 

 

 

 

 

 

 

Nine Months (39 Weeks) Ended October 4, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2024

 

$

21,417

 

 

 

380.2

 

 

$

152

 

 

$

2,223

 

 

$

30,271

 

 

$

(208

)

 

 

147.4

 

 

$

(12,144

)

 

$

20,294

 

 

$

1,123

 

Net earnings before noncontrolling interests

 

 

1,615

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,366

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,366

 

 

 

249

 

Other comprehensive income (loss)

 

 

19

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

19

 

 

 

-

 

 

 

-

 

 

 

19

 

 

 

-

 

Stock options exercised

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1

 

 

 

1

 

 

 

-

 

Stock option expense

 

 

5

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

66

 

 

 

-

 

 

 

-

 

 

 

(3

)

 

 

-

 

 

 

-

 

 

 

(0.8

)

 

 

69

 

 

 

66

 

 

 

-

 

Amortization of unearned
   compensation

 

 

8

 

 

 

-

 

 

 

-

 

 

 

8

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8

 

 

 

-

 

Treasury stock acquired, and net impact of excise tax

 

 

(607

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4.8

 

 

 

(607

)

 

 

(607

)

 

 

-

 

Cash dividends declared

 

 

(382

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(382

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(382

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(231

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(231

)

Capital contributions from noncontrolling interest

 

 

25

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25

 

Miscellaneous

 

 

(5

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5

)

BALANCES, October 4, 2025

 

$

21,931

 

 

 

380.2

 

 

$

152

 

 

$

2,233

 

 

$

31,255

 

 

$

(189

)

 

 

151.4

 

 

$

(12,681

)

 

$

20,770

 

 

$

1,161

 

 

Dividends declared per share were $0.56 per share in the third quarter of 2026 ($0.55 per share in the third quarter of 2025) and $1.68 per share in the first nine months of 2026 ($1.65 per share in the first nine months of 2025).

On February 20, 2026, the Company announced that its Board of Directors had approved a 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. Share repurchases are made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. As of October 3, 2026, the Company had approximately $3.12 billion available for share repurchases under the program authorized by the Company’s Board of Directors.

12


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13. Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months and nine months ended October 3, 2026 and October 4, 2025 (in millions):

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

October 3, 2026

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
  income (loss) at July 4, 2026

 

$

(2

)

 

$

(217

)

 

$

5

 

 

$

(214

)

Other comprehensive income
   (loss) before
   reclassifications

 

 

(16

)

 

 

2

 

 

 

-

 

 

 

(14

)

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(1)

 

 

6

 

 

 

-

 

 

 

-

 

 

 

6

 

Net current-period other
   comprehensive income (loss)

 

 

(10

)

 

 

2

 

 

 

-

 

 

 

(8

)

Accumulated other comprehensive
   income (loss) at October 3, 2026

 

$

(12

)

 

$

(215

)

 

$

5

 

 

$

(222

)

 

 

Nine-Month (39-Week) Period Ended

 

 

 

October 3, 2026

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
   income (loss) at
   December 31, 2025

 

$

(13

)

 

$

(186

)

 

$

5

 

 

$

(194

)

Other comprehensive income
   (loss) before reclassifications

 

 

(41

)

 

 

(29

)

 

 

-

 

 

 

(70

)

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(1)

 

 

42

 

 

 

-

 

 

 

-

 

 

 

42

 

Net current-period other
   comprehensive income (loss)

 

 

1

 

 

 

(29

)

 

 

-

 

 

 

(28

)

Accumulated other comprehensive
   income (loss) at October 3, 2026

 

$

(12

)

 

$

(215

)

 

$

5

 

 

$

(222

)

 

(1)
Includes $6 million and $42 million net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the third quarter and first nine months of 2026, respectively. The tax impact of those reclassifications was $2 million and $14 million in the third quarter and first nine months of 2026, respectively.

13


Table of Contents

 

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

October 4, 2025

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
   income (loss) at July 5, 2025

 

$

2

 

 

$

(180

)

 

$

11

 

 

$

(167

)

Other comprehensive income (loss)
   before reclassifications

 

 

(10

)

 

 

(19

)

 

 

-

 

 

 

(29

)

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(2)

 

 

7

 

 

 

-

 

 

 

-

 

 

 

7

 

Net current-period other
   comprehensive income (loss)

 

 

(3

)

 

 

(19

)

 

 

-

 

 

 

(22

)

Accumulated other comprehensive
   income (loss) at October 4, 2025

 

$

(1

)

 

$

(199

)

 

$

11

 

 

$

(189

)

 

 

 

Nine-Month (39-Week) Period Ended

 

 

 

October 4, 2025

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
   income (loss) at
   December 31, 2024

 

$

1

 

 

$

(220

)

 

$

11

 

 

$

(208

)

Other comprehensive income (loss)
   before reclassifications

 

 

(16

)

 

 

21

 

 

 

-

 

 

 

5

 

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(2)

 

 

14

 

 

 

-

 

 

 

-

 

 

 

14

 

Net current-period other
   comprehensive income (loss)

 

 

(2

)

 

 

21

 

 

 

-

 

 

 

19

 

Accumulated other comprehensive
   income (loss) at October 4, 2025

 

$

(1

)

 

$

(199

)

 

$

11

 

 

$

(189

)

 

(2)
Includes $7 million and $14 million net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the third quarter and first nine months of 2025, respectively. The tax impact of those reclassifications was $3 million and $5 million in the third quarter and first nine months of 2025, respectively.

14. Segments

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; 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, precision castings, steel fasteners, metal building systems, insulated metal panels, steel grating, tubular products businesses, steel racking, piling products business, wire and wire mesh, overhead doors, and utility towers and structures. The raw materials segment includes The David J. Joseph Company and its affiliates, primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC, two facilities that produce direct reduced iron used by the steel mills; and our natural gas production operations.

Corporate/eliminations include items such as net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit in inventory, profit sharing expense and stock-based compensation. Corporate assets primarily include cash and cash equivalents, short-term investments, allowances

14


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to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investments in and advances to affiliates.

Segment results are regularly reviewed by the Company's Chief Operating Decision Makers ("CODMs"), the Chief Executive Officer and the Chief Operating Officer, to manage the business, make decisions about resources to be allocated to the segments and assess performance. The measure of profit and loss that is used by the CODMs to assess segment performance and to allocate resources is earnings before income taxes and noncontrolling interests by segment (“segment earnings”). Our CODMs evaluate each segment’s performance based on metrics such as net sales, segment earnings and other key financial indicators, guiding strategic decisions to align with Company-wide goals.

Segment cost of products sold is considered a significant segment expense and is regularly provided to the CODMs. Segment cost of products sold includes amounts related to both net sales to external customers and intercompany sales.

Nucor’s results by segment for the third quarter and first nine months of 2026 and 2025 were as follows (in millions):

 

 

 

Three Months (13 Weeks) Ended

 

 

 

October 3, 2026

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Totals

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

6,980

 

 

$

3,509

 

 

$

760

 

 

$

11,249

 

Intercompany sales

 

 

1,741

 

 

 

179

 

 

 

3,301

 

 

 

5,221

 

Total Sales

 

 

8,721

 

 

 

3,688

 

 

 

4,061

 

 

 

16,470

 

Reconciliation of Sales

 

 

 

 

 

 

 

 

 

 

 

 

Elimination of intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(5,221

)

Net sales to external customers

 

 

 

 

 

 

 

 

 

 

 

11,249

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

6,897

 

 

 

3,126

 

 

 

3,938

 

 

 

13,961

 

Other segment items

 

 

36

 

 

 

97

 

 

 

18

 

 

 

151

 

Segment earnings before income taxes and noncontrolling interests

 

 

1,788

 

 

 

465

 

 

 

105

 

 

 

2,358

 

Reconciliation of earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Corporate/eliminations

 

 

 

 

 

 

 

 

 

 

 

(491

)

Earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

$

1,867

 

 

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Totals

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

19,497

 

 

$

9,400

 

 

$

2,245

 

 

$

31,142

 

Intercompany sales

 

 

4,669

 

 

 

596

 

 

 

9,727

 

 

 

14,992

 

Total Sales

 

 

24,166

 

 

 

9,996

 

 

 

11,972

 

 

 

46,134

 

Reconciliation of Sales

 

 

 

 

 

 

 

 

 

 

 

 

Elimination of intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(14,992

)

Net sales to external customers

 

 

 

 

 

 

 

 

 

 

 

31,142

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

19,606

 

 

 

8,628

 

 

 

11,595

 

 

 

39,829

 

Other segment items

 

 

88

 

 

 

274

 

 

 

81

 

 

 

443

 

Segment earnings before income taxes and noncontrolling interests

 

 

4,472

 

 

 

1,094

 

 

 

296

 

 

 

5,862

 

Reconciliation of earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Corporate/eliminations

 

 

 

 

 

 

 

 

 

 

 

(1,274

)

Earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

$

4,588

 

 

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Table of Contents

 

 

 

Three Months (13 Weeks) Ended

 

 

 

October 4, 2025

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Totals

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

5,152

 

 

$

2,791

 

 

$

578

 

 

$

8,521

 

Intercompany sales

 

 

1,416

 

 

 

181

 

 

 

2,713

 

 

 

4,310

 

Total Sales

 

 

6,568

 

 

 

2,972

 

 

 

3,291

 

 

 

12,831

 

Reconciliation of Sales

 

 

 

 

 

 

 

 

 

 

 

 

Elimination of intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(4,310

)

Net sales to external customers

 

 

 

 

 

 

 

 

 

 

 

8,521

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

5,777

 

 

 

2,506

 

 

 

3,227

 

 

 

11,510

 

Other segment items

 

 

(2

)

 

 

147

 

 

 

21

 

 

 

166

 

Segment earnings before income taxes and noncontrolling interests

 

 

793

 

 

 

319

 

 

 

43

 

 

 

1,155

 

Reconciliation of earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Corporate/eliminations

 

 

 

 

 

 

 

 

 

 

 

(272

)

Earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

$

883

 

 

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 4, 2025

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Totals

 

Sales

 

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers

 

$

15,312

 

 

$

7,853

 

 

$

1,642

 

 

$

24,807

 

Intercompany sales

 

 

3,850

 

 

 

479

 

 

 

8,240

 

 

 

12,569

 

Total Sales

 

 

19,162

 

 

 

8,332

 

 

 

9,882

 

 

 

37,376

 

Reconciliation of Sales

 

 

 

 

 

 

 

 

 

 

 

 

Elimination of intercompany sales

 

 

 

 

 

 

 

 

 

 

 

(12,569

)

Net sales to external customers

 

 

 

 

 

 

 

 

 

 

 

24,807

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

17,247

 

 

 

7,063

 

 

 

9,693

 

 

 

34,003

 

Other segment items

 

 

48

 

 

 

270

 

 

 

60

 

 

 

378

 

Segment earnings before income taxes and noncontrolling interests

 

 

1,867

 

 

 

999

 

 

 

129

 

 

 

2,995

 

Reconciliation of earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

Corporate/eliminations

 

 

 

 

 

 

 

 

 

 

 

(928

)

Earnings before income taxes and noncontrolling interests

 

 

 

 

 

 

 

 

 

 

$

2,067

 

 

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Table of Contents

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Depreciation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

217

 

 

$

200

 

 

$

643

 

 

$

604

 

Steel products

 

 

56

 

 

 

46

 

 

 

165

 

 

 

132

 

Raw materials

 

 

48

 

 

 

53

 

 

 

142

 

 

 

158

 

Corporate

 

 

5

 

 

 

5

 

 

 

17

 

 

 

16

 

 

$

326

 

 

$

304

 

 

$

967

 

 

$

910

 

Amortization expense:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

1

 

 

$

2

 

 

$

4

 

 

$

6

 

Steel products

 

 

54

 

 

 

53

 

 

 

162

 

 

 

163

 

Raw materials

 

 

7

 

 

 

8

 

 

 

22

 

 

 

22

 

 

$

62

 

 

$

63

 

 

$

188

 

 

$

191

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

436

 

 

$

586

 

 

$

1,289

 

 

$

1,747

 

Steel products

 

 

91

 

 

 

137

 

 

 

321

 

 

 

447

 

Raw materials

 

 

51

 

 

 

77

 

 

 

141

 

 

 

313

 

Corporate

 

 

42

 

 

 

48

 

 

 

116

 

 

 

127

 

 

$

620

 

 

$

848

 

 

$

1,867

 

 

$

2,634

 

 

 

 

October 3, 2026

 

 

December 31, 2025

 

Segment assets:

 

 

 

 

 

 

Steel mills

 

$

20,048

 

 

$

18,354

 

Steel products

 

 

12,284

 

 

 

11,770

 

Raw materials

 

 

4,133

 

 

 

4,013

 

Corporate/eliminations

 

 

1,899

 

 

 

967

 

 

$

38,364

 

 

$

35,104

 

Net sales by product for the third quarter and first nine months of 2026 and 2025 were as follows (in millions). Further product group breakdown is impracticable.

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

Sheet

 

$

3,053

 

 

$

2,388

 

 

$

8,760

 

 

$

7,073

 

Bar

 

 

2,014

 

 

 

1,457

 

 

 

5,565

 

 

 

4,346

 

Structural

 

 

978

 

 

 

658

 

 

 

2,678

 

 

 

1,996

 

Plate

 

 

935

 

 

 

649

 

 

 

2,494

 

 

 

1,897

 

Tubular Products

 

 

710

 

 

 

333

 

 

 

1,837

 

 

 

1,077

 

Rebar Fabrication

 

 

586

 

 

 

567

 

 

 

1,634

 

 

 

1,462

 

Joist & Deck

 

 

608

 

 

 

620

 

 

 

1,546

 

 

 

1,682

 

Building Systems

 

 

466

 

 

 

331

 

 

 

1,154

 

 

 

946

 

Other Steel Products

 

 

1,139

 

 

 

940

 

 

 

3,229

 

 

 

2,686

 

Raw Materials

 

 

760

 

 

 

578

 

 

 

2,245

 

 

 

1,642

 

 

 

$

11,249

 

 

$

8,521

 

 

$

31,142

 

 

$

24,807

 

 

15. Revenue

Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $361 million as of October 3, 2026 ($243 million as of December 31, 2025) and the vast majority are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

 

Nucor disaggregates its revenues by major source in the same manner as presented in the net sales by product table in the segment footnote (see Note 14).

17


Table of Contents

 

16. Earnings Per Share

The computations of basic and diluted net earnings per share for the third quarter and first nine months of 2026 and 2025 are as follows (in millions, except per share amounts):
 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

1,319

 

 

$

607

 

 

$

3,218

 

 

$

1,366

 

Earnings allocated to participating securities

 

 

(4

)

 

 

(2

)

 

 

(11

)

 

 

(5

)

Net earnings available to common
   stockholders

 

$

1,315

 

 

$

605

 

 

$

3,207

 

 

$

1,361

 

Basic average shares outstanding

 

 

226.4

 

 

 

229.9

 

 

 

227.8

 

 

 

231.1

 

Basic net earnings per share

 

$

5.81

 

 

$

2.63

 

 

$

14.08

 

 

$

5.89

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

1,319

 

 

$

607

 

 

$

3,218

 

 

$

1,366

 

Earnings allocated to participating securities

 

 

(4

)

 

 

(2

)

 

 

(10

)

 

 

(6

)

Net earnings available to common
   stockholders

 

$

1,315

 

 

$

605

 

 

$

3,208

 

 

$

1,360

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

226.4

 

 

 

229.9

 

 

 

227.8

 

 

 

231.1

 

Dilutive effect of stock options and other

 

 

0.3

 

 

 

0.3

 

 

 

0.4

 

 

 

0.3

 

 

 

226.7

 

 

 

230.2

 

 

 

228.2

 

 

 

231.4

 

Diluted net earnings per share

 

$

5.80

 

 

$

2.63

 

 

$

14.06

 

 

$

5.88

 

 

The following stock options were excluded from the computation of diluted net earnings per share for the third quarter and first nine months of 2026 and 2025 because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

17

 

 

 

23

 

 

 

26

 

 

 

147

 

Weighted-average exercise price

 

$

251.49

 

 

$

168.85

 

 

$

251.49

 

 

$

145.26

 

 

 

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Table of Contents

 

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 (collectively, "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; 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, precision castings, steel fasteners, metal building systems, insulated metal panels, steel grating, tubular products businesses, steel racking, piling products business, wire and wire mesh, overhead doors and utility towers and structures. The raw materials segment includes DJJ,

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primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC ("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 89%, 66% and 76%, respectively, in the first nine months of 2026, compared to approximately 83%, 62% and 72%, respectively, in the first nine months of 2025.

Results of Operations

Nucor reported net earnings attributable to Nucor stockholders of $1.32 billion, or $5.80 per diluted share, for the third quarter of 2026, which represented an increase compared to net earnings attributable to Nucor stockholders of $607 million, or $2.63 per diluted share, for the third quarter of 2025.

The increase in earnings in the third quarter of 2026 as compared to the third quarter of 2025 was driven primarily by the increase in earnings of the steel mills segment. Earnings in the steel mills segment increased due to higher average selling prices, increased volumes and higher metal margins. Shipments in the steel mills segment reached a record level in the third quarter of 2026, with the largest increases in our plate, bar and structural product groups. Demand continues to be strong across key end-use markets in the steel mills segment. 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.

Earnings in the steel products segment increased in the third quarter of 2026 as compared to the third quarter of 2025 due to increased volumes, most notably at our tubular products business, and higher average selling prices. These improvements were partially offset by higher steel input costs. Demand remained strong in key end markets for the steel products segment.

Earnings in the raw materials segment increased in the third quarter of 2026 as compared to the third quarter of 2025 primarily due to higher average selling prices, improved margins and increased shipments.

Nucor reported net earnings attributable to Nucor stockholders of $3.22 billion, or $14.06 per diluted share, for the first nine months of 2026, which represented an increase compared to net earnings attributable to Nucor stockholders of $1.37 billion, or $5.88 per diluted share, for the first nine months of 2025. The significant increase in comparable year-to-date earnings in 2026 as compared to 2025 was driven by higher earnings in each of the first three quarters of 2026 as compared to the corresponding quarters of 2025, led by the steel mills segment.

Earnings in the steel mills segment increased in the first nine months of 2026 as compared to the first nine months of 2025 due to higher average selling prices, increased volumes and higher metal margins. Steel mills segment earnings in the first nine months of 2026 also included a reduction to cost of products sold of $130 million in the second quarter related to cash refunds associated with prior periods’ raw materials procurement costs. The steel products segment had increased earnings in the first nine months of 2026 as compared to the first nine months of 2025 as increased volumes and higher average selling prices more than offset margin compression resulting from higher steel input costs, which was most pronounced in the first half of 2026.

Earnings in the raw materials segment increased in the first nine months of 2026 as compared to the first nine months of 2025 primarily due to increased average selling prices and shipments and the improved profitability of our DRI facilities.

Included in the first nine months of 2026 earnings was a non-cash benefit of $61 million, recognized in the second quarter, related to the increase in the value of our investment in Helion, a fusion energy company, after it completed a capital financing round. The increase is included as a reduction of marketing, administrative and other expenses in the first nine months of 2026.

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

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Net Sales

 

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

 

 

 

Three Months (13 Weeks) Ended

 

Nine Months (39 Weeks) Ended

 

 

October 3, 2026

 

October 4, 2025

 

% Change

 

October 3, 2026

 

October 4, 2025

 

% Change

Steel mills

 

$6,980

 

$5,152

 

35%

 

$19,497

 

$15,312

 

27%

Steel products

 

3,509

 

2,791

 

26%

 

9,400

 

7,853

 

20%

Raw materials

 

760

 

578

 

31%

 

2,245

 

1,642

 

37%

Total net sales to external customers

 

$11,249

 

$8,521

 

32%

 

$31,142

 

$24,807

 

26%

 

Net sales for the third quarter of 2026 increased 32% from the third quarter of 2025. Average sales price per ton increased 19% from $1,258 in the third quarter of 2025 to $1,493 in the third quarter of 2026. Total tons shipped to outside customers in the third quarter of 2026 were approximately 7,533,000 tons, an 11% increase from the third quarter of 2025.

 

Net sales for the first nine months of 2026 increased 26% from the first nine months of 2025. Average sales price per ton increased 14% from $1,215 in the first nine months of 2025 to $1,380 in the first nine months of 2026. Total tons shipped to outside customers in the first nine months of 2026 were approximately 22,565,000 tons, a 10% increase from the first nine months of 2025.

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

 

 

 

Three Months (13 Weeks) Ended

 

Nine Months (39 Weeks) Ended

 

 

October 3, 2026

 

October 4, 2025

 

% Change

 

October 3, 2026

 

October 4, 2025

 

% Change

Outside steel shipments

 

5,662

 

4,976

 

14%

 

16,940

 

15,246

 

11%

Inside steel shipments

 

1,569

 

1,452

 

8%

 

4,437

 

4,119

 

8%

Total steel shipments

 

7,231

 

6,428

 

12%

 

21,377

 

19,365

 

10%

 

Net sales for the steel mills segment increased 35% in the third quarter of 2026 from the third quarter of 2025, due to a 14% increase in volume and a 19% increase in the average sales price per ton, from $1,038 to $1,233.

 

Net sales for the steel mills segment increased 27% in the first nine months of 2026 from the first nine months of 2025, due to an 11% increase in volumes and a 15% increase in the average selling price from $1,005 per ton in the first nine months of 2025 to $1,151 per ton in the first nine months of 2026.

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

 

 

 

Three Months (13 Weeks) Ended

 

Nine Months (39 Weeks) Ended

 

 

October 3, 2026

 

October 4, 2025

 

% Change

 

October 3, 2026

 

October 4, 2025

 

% Change

Joist and deck sales

 

237

 

254

 

-7%

 

620

 

653

 

-5%

Rebar fabrication sales

 

341

 

356

 

-4%

 

976

 

909

 

7%

Tubular products sales

 

375

 

206

 

82%

 

1,031

 

719

 

43%

Building systems sales

 

74

 

62

 

19%

 

188

 

174

 

8%

Other steel products sales

 

336

 

305

 

10%

 

992

 

917

 

8%

Total steel products sales

 

1,363

 

1,183

 

15%

 

3,807

 

3,372

 

13%

 

Net sales for the steel products segment increased 26% in the third quarter of 2026 compared to the third quarter of 2025, due to a 15% increase in shipping volumes and a 9% increase in the average sales price per ton, from $2,358 to $2,576.

Net sales for the steel products segment increased 20% in the first nine months of 2026 compared to the first nine months of 2025, due to a 13% increase in shipping volumes and a 6% increase in the average sales price per ton, from $2,329 to $2,470.

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Net sales for the raw materials segment increased 31% in the third quarter of 2026 compared to the third quarter of 2025, due primarily to higher average selling prices. In the third quarter of 2026, approximately 94% 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 95% and 3%, respectively, in the third quarter of 2025).

Net sales for the raw materials segment increased 37% in the first nine months of 2026 compared to the first nine months of 2025, due primarily to higher average selling prices. In the first nine 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 95% and 3%, respectively, in the first nine 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 19% of the raw materials segment's total sales in the third quarter and first nine months of 2026 (approximately 18% and 17% in the third quarter and first nine months of 2025, respectively).

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Gross Margins

Nucor recorded gross margins of $2.33 billion (21%) in the third quarter of 2026, which was an increase compared to $1.19 billion (14%) in the third quarter of 2025.

•
The largest driver of the increase in gross margins in the third quarter of 2026 as compared to the third quarter of 2025 was 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. In the steel mills segment, the average scrap and scrap substitute cost per gross ton used in the third quarter of 2026 was $421, an 8% increase compared to $391 in the third quarter of 2025. Despite the increase in scrap and scrap substitute costs in the third quarter of 2026 as compared to the third quarter of 2025, total metal margin dollars increased as the increase in average selling prices and volumes outpaced the increase in scrap and scrap substitute costs.

•
Gross margins in the steel products segment increased in the third quarter of 2026 compared to the third quarter of 2025, primarily due to increases at our tubular business, and to a lesser extent, our metal buildings business.
•
Pre-operating and start-up costs of new facilities were approximately $124 million in the third quarter of 2026 and approximately $103 million in the third quarter of 2025. Pre-operating and start-up costs in the third quarter of 2026 primarily included costs related to the sheet mill in West Virginia. Pre-operating and start-up costs in the third quarter of 2025 primarily included costs related to the sheet mill in West Virginia and the melt shop expansion 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 raw materials segment increased in the third quarter of 2026 as compared to the third quarter of 2025 primarily due to the increased earnings of our DRI and scrap processing operations.

Nucor recorded gross margins of $5.86 billion (19%) in the first nine months of 2026, which was an increase compared to $3.02 billion (12%) in the first nine months of 2025.

•
The largest driver of the increase in gross margins in the first nine months of 2026 as compared to the first nine months of 2025 was the increased earnings and metal margins in the steel mills segment.

The average scrap and scrap substitute cost per gross ton used in the first nine months of 2026 was $416, a 5% increase compared to $396 in the first nine months of 2025. This increase was more than offset by the previously mentioned increases in average sales prices and volumes.
•
The steel mills segment's gross margins in the first nine months of 2026 also benefited from a $130 million reduction in cost of products sold related to cash refunds associated with prior periods' raw material procurement costs.
•
Pre-operating and start-up costs of new facilities decreased to approximately $352 million in the first nine months of 2026 from approximately $408 million in the first nine months of 2025. Pre-operating and start-up costs in the first nine 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 nine months of 2025 primarily included costs related to the sheet mill in West Virginia, the plate mill in Kentucky, the melt shop expansion in Arizona and the rebar micro mill in North Carolina.
•
Gross margins in the raw materials segment increased in the first nine months of 2026 as compared to the first nine months of 2025 primarily due to the increased earnings of our DRI and scrap processing operations.

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Table of Contents

 

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 $120 million in the third quarter of 2026 as compared to the third quarter of 2025, and increased by $294 million in the first nine months of 2026 as compared to the first nine months of 2025. These increases were due to Nucor's increased profitability in the third quarter and first nine months of 2026 as compared to the respective prior year periods, which resulted in significantly increased accruals 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 first nine months of 2026.

 

Losses and Impairments of Assets

 

Included in the third quarter and first nine months of 2026 net earnings was $17 million and $32 million, respectively, of losses and impairments of assets. The $17 million in charges recorded in the third quarter of 2026 consisted of a $7 million impairment charge in the steel mills segment and $10 million of impairment charges related to certain assets in corporate/eliminations. The remaining $15 million (recorded in the first quarter of 2026) consisted of impairment charges related to certain assets in the raw materials segment.

 

Included in the first nine months of 2025 net earnings was $40 million of losses and impairments of assets (none in the third quarter of 2025). Those charges consisted of the following: $19 million related to the closure or repurposing of certain facilities in the steel products segment; $17 million related to the repurposing of a facility in the steel mills segment; and $4 million related to the write-off of certain assets in the raw materials segment.

Interest Expense (Income)

 

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

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Interest expense

 

$

32

 

 

$

38

 

 

$

107

 

 

$

138

 

Interest income

 

 

(25

)

 

 

(23

)

 

 

(69

)

 

 

(90

)

Interest expense, net

 

$

7

 

 

$

15

 

 

$

38

 

 

$

48

 

 

Interest expense decreased in the third quarter and first nine months of 2026 compared to the third quarter and first nine months of 2025 mainly due to an increase in capitalized interest. Interest income increased in the third quarter of 2026 compared to the third quarter of 2025 due to higher average investment balances, partially offset by lower average interest rates on those investments. Interest income decreased in the first nine months of 2026 compared to the first nine months of 2025 due to lower average investment balances and average interest rates on those investments.

Earnings Before Income Taxes and Noncontrolling Interests

 

The table below presents earnings before income taxes and noncontrolling interests by segment for the third quarter and first nine 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) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

October 3, 2026

 

 

October 4, 2025

 

 

October 3, 2026

 

 

October 4, 2025

 

Steel mills

 

$

1,788

 

 

$

793

 

 

$

4,472

 

 

$

1,867

 

Steel products

 

 

465

 

 

 

319

 

 

 

1,094

 

 

 

999

 

Raw materials

 

 

105

 

 

 

43

 

 

 

296

 

 

 

129

 

Corporate/eliminations

 

 

(491

)

 

 

(272

)

 

 

(1,274

)

 

 

(928

)

 

$

1,867

 

 

$

883

 

 

$

4,588

 

 

$

2,067

 

 

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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 third quarter of 2026 compared to the third quarter of 2025 was due primarily to the increased earnings of NYS. The increase in earnings attributable to noncontrolling interests in the first nine months of 2026 compared to the first nine months of 2025 was due primarily to the increased earnings of NYS.

Provision for Income Taxes
 

The effective tax rate for the third quarter of 2026 was 21.1% compared to 22.6% for the third 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 2022. The tax years 2023 through 2025 remain open to examination by the Internal Revenue Service. 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 financials. 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 $1.32 billion, or $5.80 per diluted share, in the third quarter of 2026 as compared to net earnings attributable to Nucor stockholders of $607 million, or $2.63 per diluted share, in the third quarter of 2025. Net earnings attributable to Nucor stockholders as a percentage of net sales were 11.7% and 7.1% in the third quarter of 2026 and 2025, respectively.

Nucor reported net earnings attributable to Nucor stockholders of $3.22 billion, or $14.06 per diluted share, in the first nine months of 2026 as compared to net earnings attributable to Nucor stockholders of $1.37 billion, or $5.88 per diluted share, in the first nine months of 2025. Net earnings attributable to Nucor stockholders as a percentage of net sales were 10.3% and 5.5% in the first nine months of 2026 and 2025, respectively. Annualized return on average stockholders’ equity was 19.6% and 8.9% in the first nine months of 2026 and 2025, respectively.

 

Outlook

We expect earnings in the fourth quarter of 2026 to be generally in-line with or modestly higher than the third quarter. In the steel mills segment, we expect stable earnings due to higher realized pricing offset by seasonally lower volumes and higher costs. In the steel products segment, we expect stable earnings on higher realized pricing and seasonally lower volumes. The raw materials segment is expected to have slightly lower earnings due to lower realized DRI pricing. Intersegment profit eliminations are expected to decrease in the fourth quarter.

Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our largest single customer in the third 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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Table of Contents

 

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 October 3, 2026 remained strong, consisting of total cash and cash equivalents and short-term investments of $3.64 billion ($2.70 billion as of December 31, 2025). Approximately $1.01 billion of the cash and cash equivalents position at October 3, 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 $4.52 billion in the first nine months of 2026 as compared to $2.44 billion in the first nine months of 2025. The $2.09 billion increase was primarily driven by net earnings before noncontrolling interests of $3.62 billion for the first nine months of 2026, which represented an increase of $2.01 billion from net earnings before noncontrolling interests for the prior year period of $1.62 billion.

 

The funding of our working capital in the first nine months of 2026 decreased by $58 million compared to the first nine months of 2025. The most significant uses of cash were the change in inventories which used $560 million in the first nine months of 2026 compared to $295 million in the first nine months of 2025, and the change in accounts receivable which used an additional $589 million in cash in the first nine months of 2026 compared to the same period in 2025. These changes were offset by the change in other operating activities which provided cash of $324 million in the first nine months of 2026 compared to $29 million in the first nine months of 2025 and the change in salaries, wages and related accruals which provided $438 million more in cash during the first nine months of 2026 compared to the same period in 2025.

The current ratio was 2.5 at the end of the third quarter of 2026 and 2.9 at year-end 2025.

Cash used in investing activities in the first nine months of 2026 was $1.54 billion as compared to $2.51 billion in the first nine months of 2025, a decrease of $974 million. Cash used for capital expenditures of $1.86 billion in the first nine months of 2026 decreased by $759 million as compared to the same period of 2025 primarily due to the sheet mill under construction in West Virginia which is nearing completion. 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 Nucor Towers & Structures, and the galvanizing line at our sheet mill in South Carolina.

 

Cash used in financing activities in the first nine months of 2026 was $1.77 billion as compared to $1.27 billion in the first nine months of 2025. The primary uses of cash in the first nine months of 2026 were stock repurchases of $976 million, which increased compared to $600 million in the first nine months of 2025. The primary uses of cash in the first nine 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 nine 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 October 3, 2026, the funded debt to total capital ratio was 22.7% 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 October 3, 2026.

In September 2026, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of $0.56 per share, payable on November 10, 2026 to stockholders of record on September 30, 2026. This dividend is Nucor’s 214th consecutive quarterly cash dividend.

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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 October 3, 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 October 3, 2026, accumulated other comprehensive loss, net of income taxes included $12 million in unrealized net-of-tax losses for the fair value of these derivative 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 October 3, 2026, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in millions):

 

Commodity Derivative

 

10% Change

 

 

25% Change

 

Natural gas

 

$

17

 

 

$

42

 

Other commodities

 

$

29

 

 

$

73

 

 

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.

 

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 October 3, 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 October 3, 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

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 proposed combined settlement has been 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 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 Equity Securities and Use of Proceeds

Our share repurchase program activity for each of the three months and the quarter ended October 3, 2026 was as follows (in millions, except per share amounts):

 

 

 

Total
Number
of Shares
Purchased

 

 

Average
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)

 

July 5, 2026 - August 1, 2026

 

 

0.8

 

 

$

232.99

 

 

 

0.8

 

 

$

3,428

 

August 2, 2026 - August 29, 2026

 

 

1.0

 

 

$

256.47

 

 

 

1.0

 

 

$

3,196

 

August 30, 2026 - October 3, 2026

 

 

0.2

 

 

$

257.46

 

 

 

0.2

 

 

$

3,120

 

For the Quarter Ended October 3, 2026

 

 

2.0

 

 

 

 

 

 

2.0

 

 

 

 

 

(1)
Includes commissions of $0.15 per share.
(2)
On February 20, 2026, the Company announced that its Board of Directors had approved a 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 October 3, 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

 

 

3

Restated 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))

 

 

3.1

Bylaws 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))

 

 

 

 

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 October 3, 2026, filed November 10, 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 October 3, 2026, filed November 10, 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.

 

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SIGNATURES

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: November 10, 2026

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