Amendment: SEC Form 8-K/A filed by Nucor Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2026

 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (704)

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

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. ☐

 

 

 

 

On February 26, 2026, the Company and Mr. Sullivan entered into an Executive Employment Agreement (the “Executive Employment Agreement”), effective March 1, 2026, in connection with Mr. Sullivan’s promotion to Chief Financial Officer, Treasurer and Executive Vice President of the Company. The Executive Employment Agreement contains the entire agreement of the parties and supersedes all prior agreements between the parties related to Mr. Sullivan’s employment with the Company, including that certain Executive Agreement by and between the Company and Mr. Sullivan dated as of December 20, 2024.

Pursuant to the Executive Employment Agreement, Mr. Sullivan’s annual base salary will increase to $680,000, effective March 1, 2026.

The Executive Employment Agreement also provides for the payment Mr. Sullivan as consideration for compliance with restrictive covenants set forth in the Executive Employment equal to one month of base salary for each year of service with the Company (subject to a minimum of six months of base salary); provided, if Mr. Sullivan is under age 55 as of the date of not be less than the sum of the value of his forfeitable common stock units deferred and shares of restricted stock awarded under the Company’s long-term incentive be paid to Mr. Sullivan in 24 equal monthly installments following termination; provided, if Mr. Sullivan dies during the first 12 months following his termination from employment, then Mr. Sullivan’s estate will receive monthly installments through the end of the 12 month following his payable if Mr. Sullivan dies while employed by the Company.

In lieu above, if Mr. Sullivan’s employment is involuntarily terminated by the Company or Mr. Sullivan resigns for Good Reason (as defined in the Executive Employment Agreement), in either case within 24 months of a change in control of the Company, Mr. Sullivan would in a lump sum cash payment, equal to the sum of:

(a) a “base amount” multiplied by 2.5, with the “base amount” being equal to the sum of (i) Mr. Sullivan’s base salary and (ii) the greater of (A) 150% of Mr. Sullivan’s base salary and (B) the average performance award under the Company’s annual incentive plan for the three fiscal years prior to Mr. Sullivan’s termination of employment (provided for purposes of calculating such average, the performance award under the annual incentive plan for any year in such three-fiscal year period Mr. Sullivan did not hold his current position will be equal to the performance award under the annual incentive plan for such year for his position as a percentage of base salary multiplied by his base salary); and

(b) the value of the restricted stock units that would have been granted to Mr. Sullivan in the year of termination based on the prior year’s performance (if not granted prior to the date of termination).

In addition, if Mr. Sullivan’s employment is involuntarily terminated by the Company or Mr. Sullivan resigns for Good Reason, in either case within 24 months of a change in control of the Company, medical, dental and prescription drug insurance coverage would be continued for 30 months.

 

The foregoing description of the terms and conditions of the Executive Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

 

 

 

 

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 hereunto duly authorized.