STOCK TITAN

Nucor (NUE) EVP Noah Hanners awarded RSUs, options and settles tax shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nucor Corporation Executive Vice President Noah C. Hanners reported equity compensation changes. He received 2,875 restricted stock units that each represent the right to one share of common stock. According to the terms, these units vest in three annual installments starting on June 1, 2027, with potential accelerated vesting upon death, disability, retirement, or a change in control of the company.

Hanners also received an employee stock option grant covering 2,303 shares of common stock at an exercise price of $251.49 per share, exercisable beginning June 1, 2029 and expiring May 31, 2036. The issuer withheld a total of 3,989 common shares at $250.00 per share to cover tax liabilities tied to the vesting of previously awarded restricted stock units. After these transactions, Hanners directly holds 46,388.06 shares of Nucor common stock.

Positive

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Insider Hanners Noah C
Role Executive Vice President
Type Security Shares Price Value
Grant/Award Stock Option 2,303 $0.00 --
Tax Withholding Common Stock 599 $250.00 $150K
Tax Withholding Common Stock 2,401 $250.00 $600K
Tax Withholding Common Stock 989 $250.00 $247K
Grant/Award Common Stock 2,875 $0.00 --
Holdings After Transaction: Stock Option — 2,303 shares (Direct, null); Common Stock — 49,778.06 shares (Direct, null)
Footnotes (1)
  1. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units as reported on Form 4 dated 6/5/23. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units as reported on Form 4 dated 6/4/24. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units as reported on Form 4 dated 6/3/25. The shares of common stock reported are issuable to the reporting person upon vesting of restricted stock units that represent the right to receive one share of common stock. The restricted stock units vest in three annual installments commencing on June 1, 2027, subject to acceleration upon the date of termination of the reporting person's employment with the company by reason of death, disability or retirement, or upon a change in control of the company. The company will issue the shares of common stock represented by the units to the reporting person or, if applicable, his or her estate, as soon as administratively practicable after the units become vested. Employee Stock Option (right to buy)
Restricted stock units granted 2,875 units Common stock equivalents vesting in three annual installments from June 1, 2027
Stock options granted 2,303 options Employee stock option, $251.49 exercise price, exercisable June 1, 2029
Option exercise price $251.49 per share Employee stock option on Nucor common stock expiring May 31, 2036
Shares withheld for taxes 3,989 shares Common shares withheld to pay tax liabilities on RSU vesting at $250.00
Tax withholding share price $250.00 per share Value used for shares withheld to cover RSU-related tax liabilities
Direct common shares after transactions 46,388.06 shares Noah Hanners’ direct Nucor common stock holdings after reported transactions
restricted stock units financial
"Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change in control financial
"subject to acceleration upon the date of termination ... or upon a change in control of the company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Employee Stock Option financial
"Employee Stock Option (right to buy)"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
tax liability financial
"for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units"
vesting financial
"The restricted stock units vest in three annual installments commencing on June 1, 2027"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hanners Noah C

(Last)(First)(Middle)
1915 REXFORD ROAD

(Street)
CHARLOTTE NORTH CAROLINA 28211

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NUCOR CORP [ NUE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026F599(1)D$25049,778.06D
Common Stock06/01/2026F2,401(2)D$25047,377.06D
Common Stock06/01/2026F989(3)D$25046,388.06D
Common Stock06/01/2026A2,875(4)A$049,263.06D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option(5)$251.4906/01/2026A2,30306/01/202905/31/2036Common Stock2,303$02,303D
Explanation of Responses:
1. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units as reported on Form 4 dated 6/5/23.
2. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units as reported on Form 4 dated 6/4/24.
3. Represents shares withheld by the Issuer for payment of the tax liability incurred upon the vesting of previously awarded restricted stock units as reported on Form 4 dated 6/3/25.
4. The shares of common stock reported are issuable to the reporting person upon vesting of restricted stock units that represent the right to receive one share of common stock. The restricted stock units vest in three annual installments commencing on June 1, 2027, subject to acceleration upon the date of termination of the reporting person's employment with the company by reason of death, disability or retirement, or upon a change in control of the company. The company will issue the shares of common stock represented by the units to the reporting person or, if applicable, his or her estate, as soon as administratively practicable after the units become vested.
5. Employee Stock Option (right to buy)
/s/ Caitlin A. Kelly, attorney-in-fact for Mr. Hanners06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did Nucor (NUE) EVP Noah Hanners receive in this Form 4?

Noah Hanners received 2,875 restricted stock units and an employee stock option for 2,303 shares at an exercise price of $251.49. These awards increase his potential future ownership, subject to vesting and exercise conditions described in the filing’s footnotes.

How do Noah Hanners' new Nucor (NUE) restricted stock units vest?

The 2,875 restricted stock units vest in three annual installments beginning June 1, 2027. Vesting may accelerate if his employment ends due to death, disability, retirement, or if there is a change in control of Nucor, as outlined in the award terms.

What are the key terms of the Nucor (NUE) stock options granted to Noah Hanners?

Hanners received employee stock options on 2,303 shares of Nucor common stock with a $251.49 exercise price. These options become exercisable on June 1, 2029 and expire on May 31, 2036, providing a long-dated right to purchase shares at the fixed price.

Why were Nucor (NUE) shares disposed of in this Noah Hanners Form 4?

A total of 3,989 Nucor shares were withheld by the company to pay tax liabilities from vesting of previously awarded restricted stock units. These tax-withholding dispositions are not open-market sales but a mechanism to satisfy withholding obligations using shares.

How many Nucor (NUE) shares does Noah Hanners own after these transactions?

Following the reported awards and tax-withholding dispositions, Noah Hanners directly owns 46,388.06 shares of Nucor common stock. This figure reflects his updated direct holdings as of the transaction date shown, separate from his new unexercised stock options.

Do the Nucor (NUE) restricted stock units automatically convert into shares for Noah Hanners?

The restricted stock units convert into one share of Nucor common stock each upon vesting. After vesting, the company issues the underlying shares to Hanners or, if applicable, his estate, as soon as administratively practicable under the plan’s terms.