Topalian Leon J 4

4 · NUCOR CORP · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 3, 2026

Nucor CEO Leon Topalian Withholds 17,715 Shares for Taxes

What Happened

Leon J. Topalian, Chair and CEO of Nucor Corporation (NUE), had 17,715 shares withheld by the company on June 1, 2026 to cover tax liabilities from prior restricted stock unit (RSU) vestings. The withheld shares were at $250.00 each (total value withheld = $4,428,750). On the same date he was also granted a total of 30,457 restricted stock units (12,028 shares and 18,429 RSUs reported as a derivative), each with $0 purchase price.

Key Details

Transaction date: June 1, 2026; Filing date: June 3, 2026 (timely; Form 4 required within 2 business days).
Withheld/Disposed: 7,620 shares ($1,905,000), 6,003 shares ($1,500,750), and 4,092 shares ($1,023,000) — total 17,715 shares at $250.00 each (code F = tax withholding).
Grants/Acquisitions: 12,028 shares (A) and 18,429 RSUs (A, derivative) at $0.00 (no cash outlay).
Footnotes: The withheld shares correspond to tax withholding for RSU vestings reported on prior Form 4s (6/5/23, 6/4/24, 6/3/25). The newly reported RSUs vest in three annual installments starting June 1, 2027, subject to acceleration on death, disability, retirement or a change in control. The filing also notes a Nucor Profit Sharing Plan balance of $334,341.65 (plan-administered share calculation).
Shares owned following the transactions are not specified in the provided data.

Context

These dispositions are tax-withholding actions (code F), not open-market sales; they are routine administrative transactions tied to RSU vesting and do not necessarily indicate discretionary selling by the insider.
The new RSUs are restricted and subject to future vesting; they are reported as awards/derivatives (code A) and will convert to common shares when vested.

Form 4

Period: 2026-06-01

Chair and CEO

Transactions

Tax Payment
Common Stock
[F1]
2026-06-01$250.00/sh−7,620$1,905,000→ 136,221.47 total
Tax Payment
Common Stock
[F2]
2026-06-01$250.00/sh−6,003$1,500,750→ 130,218.47 total
Tax Payment
Common Stock
[F3]
2026-06-01$250.00/sh−4,092$1,023,000→ 126,126.47 total
Award
Common Stock
[F4]
2026-06-01+12,028→ 138,154.47 total
Award
Stock Option
[F6]
2026-06-01+18,429→ 18,429 total
Exercise: $251.49From: 2029-06-01Exp: 2036-05-31→ Common Stock (18,429 underlying)

Holdings

Footnotes (6)

[F1]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.
[F2]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.
[F3]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.
[F4]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.
[F5]As of May 27, 2026, the reporting person had a balance of $334,341.65 in the Nucor Stock Fund in the Nucor Profit Sharing Plan. The number of shares has been calculated by the plan administrator of such plan.
[F6]Employee Stock Option (right to buy)

Signature

/s/ Caitlin A. Kelly, attorney-in-fact for Mr. Topalian|2026-06-03

1 file