Nucor (NYSE: NUE) promotes CFO Stephen Laxton to President & COO, sets $1M base pay

Rhea-AI Filing Summary

Nucor Corporation announced a planned leadership transition in its senior management team. Chief Operating Officer David A. Sumoski, who joined Nucor in 1995 and has served as COO since 2021, will step down from the COO role on January 1, 2026 and continue as Executive Vice President until his voluntary retirement on June 13, 2026, in line with the company’s succession planning.

On the same date, Stephen D. Laxton, currently Chief Financial Officer and Executive Vice President, will become President and Chief Operating Officer, while Leon J. Topalian remains Chair and Chief Executive Officer. Laxton will retain his CFO role until a successor is appointed. In connection with his new responsibilities, Laxton’s annual base salary will increase to $1,000,000, and he will continue to participate in Nucor’s senior officer incentive and retirement plans and remain eligible for equity-based awards.

Insights

Corporate governance and succession analyst

Nucor details an orderly COO retirement and internal promotion with CEO continuity.

Nucor is executing a staged transition in its operating leadership. Long‑tenured COO David A. Sumoski will move from COO to Executive Vice President on January 1, 2026 before retiring on June 13, 2026, described as a voluntary decision aligned with succession planning. This approach helps preserve institutional knowledge for several months after the formal handoff.

The company is elevating current CFO and Executive Vice President Stephen D. Laxton to President and Chief Operating Officer effective January 1, 2026, while he temporarily continues as CFO until a successor is chosen. Concentrating both operational and financial responsibilities in one executive during the interim may streamline decision-making but also increases individual workload until the new CFO is in place.

Laxton’s new annual base salary of $1,000,000 and continued participation in senior officer incentive and retirement plans, along with eligibility for equity-based awards, align his compensation with expanded responsibilities. The CEO, Leon J. Topalian, remains Chair and Chief Executive Officer, signaling continuity at the top of the organization.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

NUCOR CORP false 0000073309 0000073309 2025-12-02 2025-12-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2025

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		1-4119		13-1860817
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1915 Rexford Road, Charlotte, North Carolina				28211
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (704) 366-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) and (e) On December 2, 2025, David A. Sumoski, Chief Operating Officer of Nucor Corporation (the “Company”), notified the Company’s Board of Directors that he will be retiring from the Company. On January 1, 2026, Mr. Sumoski will step down from his position as Chief Operating Officer, and continue with the Company as an Executive Vice President until his retirement on June 13, 2026. Mr. Sumoski, age 59, joined the Company in 1995 and has been Chief Operating Officer since 2021. Mr. Sumoski’s decision to retire is voluntary and in accordance with the Company’s succession planning.

Additionally, on December 2, 2025, the Company’s Board of Directors appointed Stephen D. Laxton, the Company’s Chief Financial Officer and Executive Vice President, as President and Chief Operating Officer of the Company, effective January 1, 2026, with Leon J. Topalian continuing to serve as Chair of the Board of Directors and Chief Executive Officer (principal executive officer) of the Company after that time. Mr. Laxton will remain Chief Financial Officer (principal financial officer) of the Company until his successor is appointed by the Company. Mr. Laxton, age 54, began his career with the Company in 2003 as General Manager of Business Development and has served as Chief Financial Officer and Executive Vice President since 2022. Mr. Topalian, age 57, has served as Chair of the Board of Directors of the Company since 2022 and President and Chief Executive Officer of the Company since 2020.

In connection with Mr. Laxton’s appointment, effective January 1, 2026, his annual base salary will be increased to $1,000,000. Additionally, he will continue to participate in: (a) the Nucor Corporation Senior Officers Annual Incentive Plan; (b) the Nucor Corporation Senior Officers Long-Term Incentive Plan (with the awards under such plan for the performance periods in progress as of the effective date of his promotion to be pro-rated to take into account the increase in his annual base salary); and (c) the Nucor Corporation Supplemental Retirement Plan for Executive Officers. He also will continue to be eligible to receive equity-based awards under the Nucor Corporation 2025 Omnibus Incentive Compensation Plan.

There are no arrangements or understandings between Mr. Laxton and any other persons pursuant to which he was selected as an officer. Mr. Laxton has no family relationships with any of the Company’s directors or executive officers. There are no transactions involving the Company and Mr. Laxton that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

A copy of the news release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1		News Release of Nucor Corporation dated December 4, 2025.
104		Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

				NUCOR CORPORATION
Date: December 4, 2025				By:		/s/ Stephen D. Laxton
						Stephen D. Laxton
						Chief Financial Officer and Executive Vice President

FAQ

What leadership changes did Nucor (NUE) announce in this 8-K?

Nucor announced that Chief Operating Officer David A. Sumoski will step down as COO on January 1, 2026 and retire on June 13, 2026, and that Stephen D. Laxton, currently Chief Financial Officer and Executive Vice President, will become President and Chief Operating Officer on January 1, 2026.

When is Nucor COO David Sumoski retiring and what is his interim role?

David A. Sumoski will step down as Chief Operating Officer on January 1, 2026 and continue with Nucor as an Executive Vice President until his retirement on June 13, 2026. His retirement is described as voluntary and part of the company’s succession planning.

What new positions will Stephen Laxton hold at Nucor (NUE)?

Effective January 1, 2026, Stephen D. Laxton will serve as President and Chief Operating Officer of Nucor. He will also remain Chief Financial Officer and principal financial officer until a successor is appointed.

How will Stephen Laxton’s compensation change with his promotion at Nucor?

In connection with his appointment as President and Chief Operating Officer, Stephen D. Laxton’s annual base salary will increase to $1,000,000. He will continue to participate in Nucor’s Senior Officers Annual Incentive Plan, Senior Officers Long-Term Incentive Plan (with in-progress awards pro-rated for the salary increase), and the Supplemental Retirement Plan for Executive Officers, and remain eligible for equity-based awards under the 2025 Omnibus Incentive Compensation Plan.

Will Nucor’s CEO change as part of this management transition?

No. Leon J. Topalian will continue to serve as Chair of the Board and Chief Executive Officer. The changes relate to the roles of Chief Operating Officer and President, with Stephen D. Laxton assuming those responsibilities while Topalian remains the principal executive officer.

Are there any related-party or family relationships disclosed for Stephen Laxton at Nucor?

Nucor states that there are no arrangements or understandings with other persons under which Stephen D. Laxton was selected as an officer, that he has no family relationships with any directors or executive officers, and that there are no transactions involving him that require disclosure under Item 404(a) of Regulation S-K.