SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August, 2026
Commission File Number 1-14732
COMPANHIA SIDERÚRGICA NACIONAL
(Exact name of registrant as specified in its charter)
National Steel Company
(Translation of Registrant's name into English)
Av. Brigadeiro Faria Lima 3400, 20º andar
São Paulo, SP, Brazil
04538-132
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F. Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
COMPANHIA SIDERÚRGICA NACIONAL
Publicly Held Company
Corporate Taxpayer 33.042.730/0001-04
NIRE 35-3.0039609.0
MATERIAL FACT
Companhia Siderúrgica Nacional
(“Company” or “CSN”) (B3: CSNA3; NYSE: SID), in compliance with article 157, paragraph 4º,
of Law nº 6,404/1976 and CVM Resolution No. 44/2021, hereby informs, further to the Material Fact disclosed on July 30, 2026, the
final results of the Exchange Offer conducted by its subsidiary CSN Inova Ventures (“CSN Inova”), of any and all of
the 6.750% Notes due 2028 existing and issued by CSN Inova, outstanding in the international market (the “Existing Notes”).
The Exchange Offer, which expired at 5:00 p.m. (New York City time) on August 10, 2026 (the “Expiration Time”), accepted
any and all Existing Notes tendered in exchange for new debt securities issued and placed abroad by CSN Inova, denominated 11.00% Notes
due 2030 (the “New Notes”), and cash. The New Notes are fully, unconditionally and irrevocably guaranteed by the
Company.
As of the Expiration Time, Existing Notes
had been validly tendered in the principal amount of US$1,007,324,000, representing 77.49% of the outstanding balance of the Existing
Notes, and the respective holders had delivered consent to the proposed amendments. The minimum participation condition, corresponding
to US$910,000,000.00 (nine hundred and ten million U.S. dollars), representing 70% of the outstanding balance of the Existing Notes, was
therefore satisfied. Subject to the satisfaction or waiver of the remaining conditions set forth in the Exchange Offer Memorandum,
CSN Inova intends to accept for exchange all Existing Notes validly tendered and not withdrawn at or prior to the Expiration Time.
Settlement of the Exchange Offer and Consent
Solicitation is expected to occur on August 12, 2026. CSN Inova expects to issue, on the settlement date, approximately US$698.3 million
in aggregate principal amount of New Notes and to pay approximately US$255.7 million in cash (not including accrued interest and cash
paid in lieu of fractional New Notes), and will not receive any cash proceeds from the Exchange Offer.
The following table sets forth the results
of the Exchange Offer and Consent Solicitation:
| Notes to be Exchanged |
CUSIP / ISIN |
Outstanding Principal Amount (US$) |
Principal Amount of Existing Notes Tendered and Accepted for Exchange |
Total Amount of Cash Consideration Paid by the Issuer |
Principal Amount of New Notes Issued |
| 6.750% Senior Notes due 2028 |
Rule 144A: 12642KAB0 / US12642KAB08
Regulation S: G2583X AB7 / USG2583XAB76
|
US$1,300,000,000.00 |
US$1,007,324,000 |
US$255,709,197.40 |
US$698,330,000 |
1 For each US$1,000.00 principal amount
of Existing Notes validly tendered and accepted for exchange, holders are entitled to receive US$746.15 in New Notes and US$253.85 in
cash, plus accrued interest through the settlement date.
In connection with the Exchange Offer,
CSN Inova solicited consents to amend certain provisions of the indenture governing the Existing Notes (the “Consent Solicitation”
and, together with the Exchange Offer, the “Exchange Offer and Consent Solicitation”). Holders that tendered their
Existing Notes in the Exchange Offer were required to deliver consents to the proposed amendments. CSN Inova has received the requisite
consents to execute the amendment to the indenture governing the Existing Notes and to effect the proposed amendments.
Pursuant to the terms and conditions set
forth in the Exchange Offer Memorandum disclosed by CSN Inova on July 30, 2026, the Exchange Offer and Consent Solicitation was
carried out in the international market and directed at qualified institutional investors resident and domiciled in the United States
of America, on the basis of the regulations issued by the Securities and Exchange Commission, specifically, “Rule 144A”
and, in other countries, except Brazil and the United States of America, on the basis of “Regulation S”.
This Material Fact does not constitute
an offer to sell, purchase or exchange, or a solicitation of an offer to sell, purchase or exchange, the securities described herein,
nor shall there be any offer, purchase or exchange of such securities in any state or jurisdiction in which such offer would be unlawful
prior to registration or qualification under the securities laws applicable to securities in such state or jurisdiction.
The Exchange Offer and Consent Solicitation
has not been and will not be registered with the Comissão de Valores Mobiliários - CVM. The Exchange Offer and Consent Solicitation
was not carried out in Brazil, except in circumstances that do not constitute a public offering under applicable Brazilian legal and regulatory
provisions.
Finally, the Company reiterates its commitment
to transparency and to the timely, accurate, and fair disclosure of information to the market, as required under the applicable regulatory
framework.
São Paulo, August 11, 2026.
Antonio Marco Campos Rabello
Chief Financial Officer and Investor
Relations Executive
Companhia Siderúrgica Nacional
SIGNATURE
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.
Date: August 11, 2026
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COMPANHIA SIDERÚRGICA NACIONAL |
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By: |
/S/ Benjamin Steinbruch
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Benjamin Steinbruch
Chief Executive Officer
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By: |
/S/ Antonio Marco Campos Rabello
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Antonio Marco Campos Rabello
Chief Financial and Investor Relations Officer
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
