10-K – 2026-02-27 – stld-20251231x10k.htm

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Consolidated Results 2025 vs. 2024
Selling, General and Administrative Expenses. Selling, general and administrative expenses of $765.3 million during 2025 increased 15% from $664.1 million during 2024 primarily due to an increase in payroll and benefits expense primarily related to construction, start-up, and commissioning costs associated with the recycled aluminum flat rolled products mill and satellite recycled aluminum slab centers during 2025. Selling, general and administrative expenses represented 4.2% and 3.8% of net sales during 2025 and 2024, respectively.
Profit sharing expense during 2025 of $123.0 million decreased 25% from $164.9 million during 2024, consistent with decreased pretax earnings. This decrease in profit sharing expense was the primary driver of decreased operating loss for our other operations of 11% in 2025 compared to 2024. Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items. Refer to Note 10. Retirement Plans to the consolidated financial statements elsewhere in this report for further information.
Interest Expense, net of Capitalized Interest. During 2025, interest expense of $70.0 million increased 24% from $56.3 million during 2024. This increase is primarily a result of higher outstanding long-term debt balances during 2025 compared to 2024 due to our issuance of senior unsecured notes in March and November 2025.
Other (Income) Expense, net.  Net other income was $87.0 million in 2025, compared to $96.2 million in 2024, a decrease of $9.2 million due primarily to the impact of decreased interest income due to declining rates of return and lower invested cash balances in 2025 compared to 2024.
Income Tax Expense. Income tax expense of $305.7 million, at an effective income tax rate of 20.5%, during 2025 decreased 29% compared to $432.9 million, at an effective income tax rate of 21.8%, during 2024, consistent with decreased pretax earnings. In July 2025, U.S. Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which included significant provisions modifying the U.S. tax framework. These legislative changes did not and are not expected to have a material impact on 2025 and future effective tax rates, tax liabilities, and cash taxes. Refer to Note 4. Income Taxes to the consolidated financial statements elsewhere in this report for additional information.

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Included in the balance of unrecognized tax benefits at December 31, 2025, are potential benefits of $27.2 million that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to our tax contingencies on a net-of-tax basis in income tax expense. During the year ended December 31, 2025, we recognized income from the decrease of interest expense and penalties of $340,000, net of tax. In addition to the unrecognized tax benefits noted above, we had $3.7 million accrued for the payment of interest and penalties at December 31, 2025.
We file income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2022 through 2025 remain open to examination by the Internal Revenue Service and various state and local jurisdictions. At this time, we do not believe there will be any significant examination adjustments that would result in a material change to our financial position, results of operations or cash flows.
Liquidity and Capital Resources
Capital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at December 31, 2025, is as follows (in thousands):
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Cash and equivalents
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$
769,878
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Short-term and other investments
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255,731
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Unsecured revolver availability
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1,190,820
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Total liquidity
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$
2,216,429
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Our total outstanding debt of $4.2 billion increased $980.2 million compared to December 31, 2024, due to our issuance of $600.0 million of 5.250% notes due 2035 and $400.0 million of 5.750% notes due 2055 in March 2025 and $650.0 million of 4.000% notes due 2028 and an additional $150.0 million of 5.250% notes due 2035 in November 2025 as described in Note 3, the proceeds of which were used to redeem our $400.0 million of 2.400% notes due June 2025 and our $400.0 million of 5.000% notes due December 2026, and other general corporate purposes. Our total long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) was 32.1% and 26.5% at December 31, 2025, and December 31, 2024, respectively.
Our unsecured credit agreement has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. At December 31, 2025, we had $1.2 billion of availability on the Revolver, $9.2 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.
The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00. Our interest coverage ratio is calculated by dividing our last-twelve-months (LTM) consolidated EBITDA as defined in the Facility (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as defined in the Facility) by our LTM gross interest expense, less amortization of financing fees. In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained. At December 31, 2025, our interest coverage ratio and debt to capitalization ratio were 13.33:1.00 and 0.32:1.00, respectively. We were in compliance with these covenants at December 31, 2025, and we anticipate we will continue to be in compliance during the next twelve months.
Working Capital (representing excess of current assets over current liabilities). We generated cash flow from operations of $1.4 billion in 2025 compared to $1.8 billion in 2024. Working capital increased $1.1 billion, or 33%,

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during 2025 to $4.4 billion at December 31, 2025, due to a $265.5 million increase in accounts receivable, as well as a $624.8 million dollar increase in inventories, primarily within our aluminum operations segment as our recycled aluminum flat rolled products mill began commissioning and operations in the second half of 2025.
Capital Investments. During 2025, we invested $948.0 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $1.9 billion invested during 2024. Our liquidity of $2.2 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2026 capital requirements.
Cash Dividends. As a reflection of continued confidence in our current and future cash flow generation capability and financial position, we increased our quarterly cash dividend by 9% to $0.50 per share in the first quarter of 2025 (from $0.46 per share for each quarter in 2024), resulting in declared cash dividends of $294.1 million during 2025, compared to $284.1 million during 2024. We paid cash dividends of $291.2 million and $282.6 million during 2025 and 2024, respectively. Our board of directors approves the payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors provided by executive management, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans.
Other. Our board of directors has authorized share repurchase programs during prior years and the current year, the most recent of which occurred in February 2025 for a program of up to $1.5 billion of the company’s common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any time. The share repurchase programs do not have an expiration date. There were $900.9 million and $1.2 billion of share repurchases during 2025 and 2024, respectively. As of December 31, 2025, we had $801.0 million remaining available to purchase under the February 2025 share repurchase program. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information.
Our ability to meet our debt service obligations and reduce our total debt will depend upon our future performance which, in turn, will depend upon general economic, financial, and business conditions, along with competition, legislation and regulatory factors that are largely beyond our control. In addition, we cannot assure that our operating results, cash flows, access to credit markets and capital resources will be sufficient for repayment of our indebtedness in the future. We believe that based upon current levels of operations and anticipated growth, cash flows from operations, together with other available sources of funds, including borrowings under our Facility, if necessary, will be adequate for the next twelve months for making required payments of principal and interest on our indebtedness, funding working capital requirements, and funding anticipated capital expenditures.
Contractual Obligations and Other Long-Term Liabilities
We have the following minimum commitments under contractual obligations, including purchase obligations, as defined by the Securities and Exchange Commission. A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding and that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
Long-term debt and estimated interest. Refer to Note 3. Long-Term Debt to the consolidated financial statements elsewhere in this report for our long-term debt maturities. Estimated interest payments on our senior unsecured notes were determined based on their outstanding balances through maturity at their contractual interest rates, as detailed in Note 3. Estimated interest payments also include a 0.175% commitment fee on our available Revolver, and an average interest rate of 5.44% on our other debt of $36.6 million. Our estimated interest payments are $180.5 million, $177.4 million, $168.5 million, $144.6 million, and $129.9 million, for the years 2026 through 2030, respectively, and $1.1 billion thereafter.

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Purchase obligations. We have commitments for the purchase of commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for this information.
Construction commitments. We have firm contracts with various vendors for the completion of certain construction projects at our various divisions at December 31, 2025. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for this information.
Lease commitments. We have entered into operating leases relating principally to transportation and other equipment, and some real estate. Refer to Note 11. Leases to the consolidated financial statements elsewhere in this report for this information.
Unrecognized tax benefits. We expect to make cash outlays in the future related to our unrecognized tax benefits; however, due to the uncertainty of the timing, we are unable to make reasonably reliable estimates regarding the period of cash settlement with the respective taxing authorities. Refer to Note 4. Income Taxes to the consolidated financial statements elsewhere in this report for this information.
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Other Matters
Environmental and Other Contingencies
We have incurred, and in the future will continue to incur, capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring, and compliance. During 2025, we incurred costs related to the monitoring and compliance of environmental matters in the amount of approximately $60.4 million and capital expenditures related to environmental compliance of approximately $10.0 million. Of the costs incurred during 2025 for monitoring and compliance, approximately 72% were related to the normal transportation and disposal of certain types of by-products produced in our steelmaking processes and other facilities in accordance with legal requirements. We incurred combined environmental remediation costs of approximately $9.3 million at all of our facilities during 2025. We have an accrual of $4.4 million recorded for environmental remediation related to our metals recycling operations, $2.6 million related to our idled Minnesota ironmaking operations, and $566,000 related to our steel operations. We believe, apart from our dependence on environmental construction and operating permits for our existing and any future manufacturing facilities, that compliance with current environmental laws and regulations is not likely to have a materially adverse effect on our financial condition, results of operations, or liquidity. However, environmental laws and regulations evolve and change, and we may become subject to more stringent environmental laws and regulations in the future, such as the impact of various governmental legislatures and agencies introducing regulatory changes in response to the potential of climate change.
Critical Accounting Estimates
Management’s Discussion and Analysis of Our Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. We review the accounting estimates we use in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. We evaluate the appropriateness of these estimations and judgments on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

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Impairments of Long-Lived Tangible and Definite-Lived Intangible Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. We consider various factors and determine whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, our strategy and capital planning, and the economic environment in markets to be served. When determining future cash flows, and, if necessary, fair value, we must make judgments as to the expected utilization of assets and estimated future cash flows related to those assets. We consider historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies, and all other available information at the time the estimates are made. Those estimates and judgments may or may not ultimately prove accurate. There were no material indicators of impairment or impairment charges recorded during 2025, 2024, or 2023.
Goodwill.
Our goodwill, relating to various business combinations, consisted of the following at December 31, 2025 and 2024 (in thousands):
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Steel Operations Segment
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$
272,133
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Aluminum Operations Segment
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14,000
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Metals Recycling Operations Segment
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189,413
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Steel Fabrication Operations Segment
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1,925
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$
477,471
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At least once annually (as of October 1), or when indicators of impairment exist, we perform a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company’s operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, we recognize an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. We have the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If we elect to bypass the qualitative assessment or if indications of a potential impairment exist, we perform a quantitative test.
When conducting a qualitative assessment, we consider the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the company’s competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value.
When conducting a quantitative test, the fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820. Key assumptions used to determine the estimated fair value of each reporting unit under the discounted cash flows method (income approach) include: (a) expected cash flows for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (c) a risk-adjusted discount rate based on management’s best estimate of market participants’ after-tax weighted average cost of capital and market risk premiums. Key assumptions used to determine the estimated fair value of each reporting unit under the market approach include the expected revenues and cash flows in the next year. We consider historical and anticipated future results, general

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economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of reporting units are estimated. Those estimates and judgments may or may not ultimately prove accurate.
Goodwill acquired in past transactions is naturally more susceptible to impairment, primarily due to the fact that they are recorded at fair value based on operating plans and economic conditions at the time of acquisition. Consequently, if operating results and/or economic conditions deteriorate after an acquisition, it could result in the impairment of the acquired asset. A deterioration of economic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical marketplace participant would use. As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed. Therefore, we may recognize an impairment in spite of realizing actual cash flows that are approximately equal to or greater than our previously forecasted amounts. Accordingly, our qualitative assessments consider changes in interest rates and our quantitative tests include discount rate scenario analysis to evaluate the impact on estimated reporting unit fair values.
Our fourth quarter 2025, 2024, and 2023 annual goodwill impairment analyses did not result in any impairment charges. During 2025 and 2024, we performed a qualitative assessment and performed a quantitative test in 2023. Management does not believe that it is reasonably likely that our reporting units will fail the goodwill impairment test in the near term, given the results of our most recent qualitative assessment and the determined fair value of the reporting units with goodwill from our most recent quantitative test exceeded their carrying value by more than an insignificant amount. Changes in judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of our reporting units in the future and could result in an impairment of goodwill.
Income Taxes. We are required to estimate our income taxes as a part of the process of preparing our consolidated financial statements. This requires us to estimate our actual current tax exposure together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. We also establish reserves to reduce some or all of the tax benefit of any of our tax positions at the time we determine that the positions become uncertain. We adjust these reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit. A number of years may elapse before a particular matter for which we have established a reserve is audited by a taxing authority and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. A tax benefit that has been previously reserved because of a failure to meet the "more likely than not" recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears. Settlement of any particular issue would usually require the use of cash.
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ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
In the normal course of business, we are exposed to interest rate changes. Our objectives in managing fluctuations in interest rates are to limit the impact of these rate changes on earnings and cash flows and to lower overall borrowing costs.
The following table represents the principal cash repayments and related weighted-average interest rates by maturity date for our long-term debt, as of December 31, 2025 (in thousands):
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Interest Rate Risk
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Fixed Rate
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Variable Rate
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Average
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Average
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Principal
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Rate
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Principal
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Rate
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Expected maturity date:
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2026
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$
1,493
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5.2%
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$
33,162
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5.5%
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2027
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351,099
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1.7
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-
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2028
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650,416
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4.0
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-
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2029
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198
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5.1
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-
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2030
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600,095
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3.5
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-
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Thereafter
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2,650,147
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4.7
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-
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Total debt outstanding
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$
4,253,448
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4.2%
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$
33,162
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5.5%
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Fair value
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$
4,108,867
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$
33,162
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Commodity Risk
In the normal course of business, we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Our risk strategy associated with product sales has generally been to obtain competitive prices for our products and to allow operating results to reflect market price movements dictated by supply and demand.
Our risk strategy associated with the purchase of raw materials utilized within our operations has generally been to make some commitments with suppliers relating to future expected requirements for some commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for additional information.
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In our metals recycling, aluminum, and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals. We believe these contracts will be fully consummated. Our risk strategy has been to enter into base metal financial contracts with the goal to protect the profit margin, within certain parameters, that was contemplated when we entered into the transaction with the customer or vendor. At December 31, 2025, we had a cumulative unrealized loss associated with these financial contracts of $56.0 million, substantially all of which have settlement dates in 2026.
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ITEM 8.          CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Management’s Report on Internal Control Over Financial Reporting
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51

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Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 )
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52

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Consolidated Balance Sheets as of December 31, 2025 and 2024
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56

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Consolidated Statements of Income for each of the three years in the period ended December 31, 2025
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57

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Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2025
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58

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Consolidated Statements of Equity for each of the three years in the period ended December 31, 2025
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59

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Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025
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60

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Notes to Consolidated Financial Statements
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61

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Steel Dynamics, Inc. is responsible for the preparation and integrity of the company’s consolidated financial statements and for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a – 15(f) of the Exchange Act, for the company (including its consolidated subsidiaries). We maintain accounting and internal control systems which are intended to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition, transactions are executed in accordance with management’s authorization, and accounting records are reliable for preparing financial statements in accordance with accounting principles generally accepted in the United States. We are dedicated to ensuring that we maintain the high standards of financial accounting and reporting that we have established. Our culture demands integrity and an unyielding commitment to strong internal control practices and policies.
Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles; and provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not always prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
We completed the acquisition of the remaining 55% interest in New Process Steel, L.P. (NPS) on December 1, 2025. In conducting our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, we have elected to exclude NPS from our evaluation in the year of acquisition as permitted by the Securities and Exchange Commission. NPS constituted approximately 3% and 5% of the company’s total and net assets, respectively, as of December 31, 2025, and 0.4% of the company’s net sales for the year then ended.
Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. The framework on which such evaluation was based upon is contained in the report entitled “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”). Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025, the end of the period covered by this report.
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/s/ Mark D. Millett
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/s/ Theresa E. Wagler

Chief Executive Officer
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Executive Vice President and Chief Financial Officer

(Principal Executive Officer)
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(Principal Financial Officer)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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To the Stockholders and the Board of Directors of Steel Dynamics, Inc.
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Opinion on Internal Control Over Financial Reporting
We have audited Steel Dynamics, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Steel Dynamics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of New Process Steel, L.P., which is included in the 2025 consolidated financial statements of the Company and constituted 3% and 5% of total and net assets, respectively, as of December 31, 2025, and 0.4% of net sales, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of New Process Steel, L.P.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

52

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/s/ Ernst & Young LLP
​
Indianapolis, Indiana
February 27, 2026
​

53

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Steel Dynamics, Inc.
​
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Steel Dynamics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.  
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the account or disclosure to which it relates.

54

Table of Contents

​

​

​
Valuation of Goodwill

Description of
the Matter
At December 31, 2025, the Company’s goodwill was approximately $477 million.  As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. The Company performed a qualitative assessment as of October 1, 2025, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount.  

Auditing management’s annual goodwill impairment test was complex and judgmental as management considers the impact of several factors on the Company overall and each reporting unit individually including assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the Company’s competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value.

How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process, including controls over management’s review of the qualitative factors described above.

To test management’s conclusion that it is more likely than not that the fair values of the Company’s reporting units exceed their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the qualitative factors considered within the analyses, testing the evaluation of the qualitative factors and the underlying data used by the Company in its analyses. We evaluated management’s assessment of the qualitative factors for each reporting unit by comparing to current industry and economic trends, current and historical results and key business drivers for each reporting unit, comparing the Company’s share price trends to historical amounts, and other relevant factors, including considering consistency with evidence obtained in other parts of the audit and evaluating whether any contrary evidence exists.  

​
Valuation of Acquired Customer Relationships Intangible Asset

Description of
the Matter
As described in Note 2 to the consolidated financial statements, on December 1, 2025, the Company completed the acquisition of the remaining 55% interest in New Process Steel, L.P. for a purchase price of $229 million. The Company measured the assets and liabilities assumed at fair value, which resulted in the recognition of a customer relationships intangible asset of $96 million.

​
Auditing the valuation of the acquired customer relationships intangible asset required auditor judgment due to the nature and extent of audit effort in evaluating certain assumptions required to estimate the fair value using a multi-period excess earnings method, which is a specific discounted cash flow method. In particular, the fair value measurement of customer relationships utilized management’s forecasts of revenue growth rates and projected margins to estimate the discounted cash flows.  

How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the fair value of the acquired customer relationships intangible asset, including controls over management’s review of the significant assumption described above.

​
To test the fair value estimate of the customer relationships intangible asset, we performed audit procedures which included, among others, testing the significant assumptions described above, testing the completeness and accuracy of the underlying data, and evaluating the valuation methodology with the assistance of our valuation specialists. We compared the significant assumptions to current industry and economic trends and historical results of the acquired business. We performed sensitivity analyses to evaluate the impact of changes in the significant assumptions to the fair value of the customer relationships intangible asset.

​
/s/ Ernst & Young LLP
​
We have served as the Company’s auditor since 1999.
​
Indianapolis, Indiana
February 27, 2026

55

Table of Contents

STEEL DYNAMICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
​

​

​

​

​

​

​

​
December 31,

Assets
2025
​
​
2024

Current assets
​
​
​
​
​
​

Cash and equivalents
$
769,878
​
​
$
589,464

Short-term investments
​
-
​
​
​
147,811

Accounts receivable, net of allowances for credit losses of $ 5,419 and $ 7,728
​
​
​
​
​
​

as of December 31, 2025 and 2024, respectively
​
1,680,249
​
​
​
1,362,969

Accounts receivable-related parties
​
2,411
​
​
​
54,230

Inventories
​
3,738,516
​
​
​
3,113,733

Other current assets
​
293,117
​
​
​
163,131

Total current assets
​
6,484,171
​
​
​
5,431,338

​
​
​
​
​
​
​

Property, plant and equipment, net
​
8,569,466
​
​
​
8,117,988

Intangible assets, net
​
331,290
​
​
​
227,234

Goodwill
​
477,471
​
​
​
477,471

Other assets
​
557,382
​
​
​
681,202

Total assets
$
16,419,780
​
​
$
14,935,233

Liabilities and Equity
​
​
​
​
​
​

Current liabilities
​
​
​
​
​
​

Accounts payable
$
1,223,776
​
​
$
972,645

Accounts payable-related parties
​
7,582
​
​
​
7,267

Income taxes payable
​
67,315
​
​
​
3,783

Accrued payroll and benefits
​
361,494
​
​
​
373,216

Accrued expenses
​
427,432
​
​
​
366,682

Current maturities of long-term debt
​
34,655
​
​
​
426,990

Total current liabilities
​
2,122,254
​
​
​
2,150,583

​
​
​
​
​
​
​

Long-term debt
​
4,176,508
​
​
​
2,804,017

Deferred income taxes
​
1,004,375
​
​
​
902,186

Other liabilities
​
186,232
​
​
​
133,201

Total liabilities
​
7,489,369
​
​
​
5,989,987

​
​
​
​
​
​
​

Commitments and contingencies
​
​
​
​
​
​

​
​
​
​
​
​
​

Redeemable noncontrolling interests
​
141,226
​
​
​
171,212

​
​
​
​
​
​
​

Equity
​
​
​
​
​
​

Common stock voting, $ .0025 par value; 900,000,000 shares authorized;
​
​
​
​
​
​

268,644,427 and 268,377,165 shares issued; and 144,940,102 and 151,117,153
​
​
​
​
​
​

shares outstanding, as of December 31, 2025 and 2024, respectively
​
653
​
​
​
652

Treasury stock, at cost; 123,704,325 and 117,260,012 shares,
​
​
​
​
​
​

as of December 31, 2025 and 2024, respectively
​
( 7,980,549 )
​
​
​
( 7,094,266 )

Additional paid-in capital
​
1,248,634
​
​
​
1,229,819

Retained earnings
​
15,689,042
​
​
​
14,798,082

Accumulated other comprehensive loss
​
( 598 )
​
​
​
-

Total Steel Dynamics, Inc. equity
​
8,957,182
​
​
​
8,934,287

Noncontrolling interests
​
( 167,997 )
​
​
​
( 160,253 )

Total equity
​
8,789,185
​
​
​
8,774,034

Total liabilities and equity
$
16,419,780
​
​
$
14,935,233

See notes to consolidated financial statements.

56

Table of Contents

STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
​
​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​

​
Years Ended December 31,

​
2025
​
2024
​
2023

​
​
​
​
​
​
​
​
​

Net sales
​
​
​
​
​
​
​
​

Unrelated parties
$
17,554,583
​
$
16,819,648
​
$
18,115,312

Related parties
​
621,998
​
​
720,742
​
​
680,004

Total net sales
​
18,176,581
​
​
17,540,390
​
​
18,795,316

​
​
​
​
​
​
​
​
​

Costs of goods sold
​
15,784,398
​
​
14,737,804
​
​
14,749,433

Gross profit
​
2,392,183
​
​
2,802,586
​
​
4,045,883

​
​
​
​
​
​
​
​
​

Selling, general and administrative expenses
​
765,308
​
​
664,119
​
​
588,621

Profit sharing
​
122,986
​
​
164,904
​
​
272,033

Amortization of intangible assets
​
27,903
​
​
30,526
​
​
34,048

Operating income
​
1,475,986
​
​
1,943,037
​
​
3,151,181

​
​
​
​
​
​
​
​
​

Interest expense, net of capitalized interest
​
70,043
​
​
56,347
​
​
76,484

Other (income) expense, net
​
( 87,028 )
​
​
( 96,191 )
​
​
( 144,246 )

Income before income taxes
​
1,492,971
​
​
1,982,881
​
​
3,218,943

​
​
​
​
​
​
​
​
​

Income tax expense
​
305,660
​
​
432,925
​
​
751,611

Net income
​
1,187,311
​
​
1,549,956
​
​
2,467,332

​
​
​
​
​
​
​
​
​

Net income attributable to noncontrolling interests
​
( 1,716 )
​
​
( 12,822 )
​
​
( 16,450 )

Net income attributable to Steel Dynamics, Inc.
$
1,185,595
​
$
1,537,134
​
$
2,450,882

​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​

Basic earnings per share attributable to Steel Dynamics,
​
​
​
​
​
​
​
​

Inc. stockholders
$
8.02
​
$
9.89
​
$
14.72

​
​
​
​
​
​
​
​
​

Weighted average common shares outstanding
​
147,806
​
​
155,420
​
​
166,552

​
​
​
​
​
​
​
​
​

Diluted earnings per share attributable to Steel Dynamics, Inc.
​
​
​
​
​
​
​
​

stockholders, including the effect of assumed conversions
​
​
​
​
​
​
​
​

when dilutive
$
7.99
​
$
9.84
​
$
14.64

​
​
​
​
​
​
​
​
​

Weighted average common shares and share equivalents outstanding
​
148,404
​
​
156,136
​
​
167,431

​
​
​
​
​
​
​
​
​

Dividends declared per share
$
2.00
​
$
1.84
​
$
1.70

​
​
​
​
​
​
See notes to consolidated financial statements.

57

Table of Contents

STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
​
​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​

​
Years Ended December 31,

​
2025
​
2024
​
2023

​
​
​
​
​
​
​
​
​

Net income
$
1,187,311
​
$
1,549,956
​
$
2,467,332

Other comprehensive loss - net unrealized loss on cash flow
​
​
​
​
​
​
​
​

hedging derivatives, net of income tax benefits of $ 192 , $ 135 , $ 149 ,
​
​
​
​
​
​
​
​

for 2025, 2024 and 2023, respectively
​
( 598 )
​
​
( 421 )
​
​
( 468 )

Comprehensive income
​
1,186,713
​
​
1,549,535
​
​
2,466,864

​
​
​
​
​
​
​
​
​

Comprehensive income attributable to noncontrolling interests
​
( 1,716 )
​
​
( 12,822 )
​
​
( 16,450 )

Comprehensive income attributable to Steel Dynamics, Inc.
$
1,184,997
​
$
1,536,713
​
$
2,450,414

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
See notes to consolidated financial statements.
​

58

Table of Contents

STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
Accumulated
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
Additional
​
​
​
Other
​
​
​
​
​
Redeemable

​
Shares
​
Common
​
Treasury
​
Paid-In
​
Retained
​
Comprehensive
​
Noncontrolling
​
Total
​
Noncontrolling

​
Common
​
Treasury
​
Stock
​
Stock
​
Capital
​
Earnings
​
Income (Loss)
​
Interests
​
Equity
​
Interests

Balances at January 1, 2023
​
172,936
​
​
94,826
​
$
650
​
$
( 4,459,513 )
​
$
1,212,566
​
$
11,375,765
​
$
889
​
$
( 216,055 )
​
$
7,914,302
​
$
181,503

Dividends declared
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 280,501 )
​
​
-
​
​
-
​
​
( 280,501 )
​
​
-

Noncontrolling investors, net
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
1,254
​
​
1,254
​
​
( 10,291 )

Share repurchases
​
( 13,394 )
​
​
13,394
​
​
-
​
​
( 1,452,203 )
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 1,452,203 )
​
​
-

Equity-based compensation
​
476
​
​
( 125 )
​
​
1
​
​
14,110
​
​
5,044
​
​
( 556 )
​
​
-
​
​
-
​
​
18,599
​
​
-

Net income
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
2,450,882
​
​
-
​
​
16,450
​
​
2,467,332
​
​
-

Other comprehensive loss, net of tax
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 468 )
​
​
-
​
​
( 468 )
​
​
-

Balances at December 31, 2023
​
160,018
​
​
108,095
​
$
651
​
$
( 5,897,606 )
​
$
1,217,610
​
$
13,545,590
​
$
421
​
$
( 198,351 )
​
$
8,668,315
​
$
171,212

Dividends declared
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 284,122 )
​
​
-
​
​
-
​
​
( 284,122 )
​
​
-

Noncontrolling investors, net
​
-
​
​
-
​
​
-
​
​
-
​
​
1,350
​
​
-
​
​
-
​
​
25,276
​
​
26,626
​
​
-

Share repurchases
​
( 9,432 )
​
​
9,432
​
​
-
​
​
( 1,212,164 )
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 1,212,164 )
​
​
-

Equity-based compensation
​
531
​
​
( 267 )
​
​
1
​
​
15,504
​
​
10,859
​
​
( 520 )
​
​
-
​
​
-
​
​
25,844
​
​
-

Net income
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
1,537,134
​
​
-
​
​
12,822
​
​
1,549,956
​
​
-

Other comprehensive loss, net of tax
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 421 )
​
​
-
​
​
( 421 )
​
​
-

Balances at December 31, 2024
​
151,117
​
​
117,260
​
$
652
​
$
( 7,094,266 )
​
$
1,229,819
​
$
14,798,082
​
$
-
​
$
( 160,253 )
​
$
8,774,034
​
$
171,212

Dividends declared
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 294,132 )
​
​
-
​
​
-
​
​
( 294,132 )
​
​
-

Noncontrolling investors, net
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 9,460 )
​
​
( 9,460 )
​
​
( 29,986 )

Share repurchases
​
( 6,680 )
​
​
6,680
​
​
-
​
​
( 900,870 )
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 900,870 )
​
​
-

Equity-based compensation
​
503
​
​
( 236 )
​
​
1
​
​
14,587
​
​
18,815
​
​
( 503 )
​
​
-
​
​
-
​
​
32,900
​
​
-

Net income
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
1,185,595
​
​
-
​
​
1,716
​
​
1,187,311
​
​
-

Other comprehensive loss, net of tax
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
-
​
​
( 598 )
​
​
-
​
​
( 598 )
​
​
-

Balances at December 31, 2025
​
144,940
​
​
123,704
​
$
653
​
$
( 7,980,549 )
​
$
1,248,634
​
$
15,689,042
​
$
( 598 )
​
$
( 167,997 )
​
$
8,789,185
​
$
141,226

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
See notes to consolidated financial statements.
​
​

59

Table of Contents

STEEL DYNAMICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
​
​

​

​

​

​

​

​

​

​

​
Years Ended December 31,

​
2025
​
2024
​
2023

​
​
​
​
​
​
​
​
​

Operating activities:
​
​
​
​
​
​
​
​

Net income
$
1,187,311
​
$
1,549,956
​
$
2,467,332

​
​
​
​
​
​
​
​
​

Adjustments to reconcile net income to net cash provided by
​
​
​
​
​
​
​
​

operating activities:
​
​
​
​
​
​
​
​

Depreciation and amortization
​
551,390
​
​
478,907
​
​
437,804

Equity-based compensation
​
68,983
​
​
66,589
​
​
61,744

Deferred income taxes
​
94,397
​
​
( 42,583 )
​
​
55,665

Other adjustments
​
( 10,208 )
​
​
( 5,507 )
​
​
( 19,716 )

Changes in certain assets and liabilities:
​
​
​
​
​
​
​
​

Accounts receivable
​
( 157,456 )
​
​
191,108
​
​
446,765

Inventories
​
( 423,435 )
​
​
( 221,036 )
​
​
232,282

Other assets
​
( 77,276 )
​
​
( 13,718 )
​
​
( 23,777 )

Accounts payable
​
206,843
​
​
( 67,361 )
​
​
( 30,148 )

Income taxes receivable/payable
​
52,179
​
​
10,183
​
​
56,756

Accrued expenses
​
( 43,194 )
​
​
( 102,035 )
​
​
( 164,779 )

Net cash provided by operating activities
​
1,449,534
​
​
1,844,503
​
​
3,519,928

​
​
​
​
​
​
​
​
​

Investing activities:
​
​
​
​
​
​
​
​

Purchases of property, plant and equipment
​
( 948,025 )
​
​
( 1,868,006 )
​
​
( 1,657,905 )

Purchases of short-term investments
​
( 39,571 )
​
​
( 739,340 )
​
​
( 1,145,493 )

Proceeds from maturities of short-term investments
​
186,996
​
​
1,312,294
​
​
1,054,742

Business combinations, net of cash acquired
​
( 175,774 )
​
​
-
​
​
-

Other investing activities
​
1,417
​
​
( 8,308 )
​
​
( 221,593 )

Net cash used in investing activities
​
( 974,957 )
​
​
( 1,303,360 )
​
​
( 1,970,249 )

​
​
​
​
​
​
​
​
​

Financing activities:
​
​
​
​
​
​
​
​

Issuance of current and long-term debt
​
3,553,683
​
​
2,482,919
​
​
1,365,664

Repayment of current and long-term debt
​
( 2,567,864 )
​
​
( 2,324,058 )
​
​
( 1,367,553 )

Dividends paid
​
( 291,176 )
​
​
( 282,616 )
​
​
( 271,317 )

Purchases of treasury stock
​
( 900,870 )
​
​
( 1,212,164 )
​
​
( 1,452,203 )

Other financing activities
​
( 88,088 )
​
​
( 16,678 )
​
​
( 51,725 )

Net cash used in financing activities
​
( 294,315 )
​
​
( 1,352,597 )
​
​
( 1,777,134 )

​
​
​
​
​
​
​
​
​

Increase (decrease) in cash and equivalents, and restricted cash
​
180,262
​
​
( 811,454 )
​
​
( 227,455 )

Cash and equivalents, and restricted cash at beginning of period
​
595,010
​
​
1,406,464
​
​
1,633,919

​
​
​
​
​
​
​
​
​

Cash and equivalents, and restricted cash at end of period
$
775,272
​
$
595,010
​
$
1,406,464

​
​
​
​
​
​
​
​
​

Supplemental disclosure information:
​
​
​
​
​
​
​
​

Cash paid for interest
$
156,749
​
$
100,978
​
$
103,165

​
See notes to consolidated financial statements.
​

60

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies
Description of the Business
Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is a leading industrial metals solutions company, with facilities located throughout the United States and Mexico. SDI is one of the largest domestic steel producers and metal recyclers in North America, combined with a meaningful downstream steel fabrication platform. The company also has aluminum operations, further diversifying its product offerings to supply aluminum flat rolled products with higher recycled content to the countercyclical, sustainable beverage can industry, as well as the automotive and industrial sectors. The company has four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Approximately 4 % of the company’s workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.1 % of the company’s employees at one location expires during 2026.
Steel Operations Segment
Steel operations include the company’s electric arc furnace (EAF) steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, and Steel of West Virginia; steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, New Process Steel, L.P. (“NPS”) (acquired December 1, 2025), and Vulcan Threaded Products, Inc.; and warehouse operations in Mexico; and a 75 % controlling equity interest in SDI Biocarbon Solutions, LLC.
Metals Recycling Operations Segment
Metals recycling operations include the company’s Omni ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily located throughout the United States and in Central and Northern Mexico.
Steel Fabrication Operations Segment
Steel fabrication operations include the company’s New Millennium Building Systems joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of steel joists, joist girders and steel deck systems used within the non-residential construction industry.
Aluminum Operations Segment
Aluminum operations include a 650,000-metric-ton recycled aluminum flat rolled products mill in Columbus, Mississippi; two 150,000-metric-ton satellite recycled aluminum slab centers, one in Central Mexico and one under construction in the Southwest U.S.; and an ancillary recycled aluminum deox-rod facility. The flat rolled products mill is a joint venture, of which SDI has a 94.4 % controlling equity interest, with Unity Aluminum, Inc. The aluminum flat rolled products mill began operations in the second half of 2025.
Other
Other operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of a joint venture and the company’s idled Minnesota ironmaking operations. Redeemable noncontrolling interests related to Mesabi Nugget (owned 86 % by SDI) are $ 111.2 million at December 31, 2025 and 2024. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior unsecured credit facility, senior notes, certain other investments, and certain profit sharing expenses.

61

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owners' proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries.
Use of Estimates
These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, and accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the notes thereto. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, and goodwill; allowances for credit losses for trade receivables, inventories and deferred income tax assets; unrecognized tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.
Revenue from Contracts with Customers
In the steel, metals recycling, and aluminum operations segments, revenue is recognized at the point in time the performance obligation is satisfied, and control of the product is transferred to the customer upon shipment or delivery, at the amount of consideration the company expects to receive, including any variable consideration. The variable consideration included in the company’s steel and aluminum operations segment contracts, which is not constrained, includes estimated product returns and customer claims based on historical experience, and may include volume rebates which are recorded on an expected value basis. Revenue recognized is limited to the amount the company expects to receive. The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Shipment of products to customers is considered a fulfillment activity with amounts billed to customers included in the amount of consideration for the products and costs associated with such activities included in cost of goods sold.
The company’s steel fabrication operations segment recognizes revenue over time at the amount of consideration the company expects to receive. Revenue is measured on an output method representing completed fabricated tons to date as a percentage of total tons required for each contract. Revenue from fabrication of tons remaining on partially fabricated customer contracts as of a reporting date, and future revenue from yet to be fabricated customer contracts, has not been disclosed under the practical expedient in Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), paragraph ASC 606-10-50-14 related to customer contracts with expected duration of one year or less. The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price. Shipment of products to customers, which occurs after control over the product has transferred to the customer and revenue is recognized, is considered a fulfillment activity with amounts billed to customers included in the amount of consideration for the products and costs associated with such activities included in cost of goods sold.
Payments from customers are generally due within 30 days of invoicing, which generally occurs upon shipment of the products. Shipment for the steel fabrication operations segment generally occurs within 30 days of satisfaction of the performance obligation and revenue recognition. The company does not have financing components. Payments from customers have historically been within these terms, however, payments for non-U.S. sales may extend longer.
Refer to Note 12. Segment Information for disaggregated revenue by segment to external, external non-United States, and other segment customers.

62

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
Credit Losses
The company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company’s reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company’s customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible.
At December 31, 2025 and 2024, the company reported $ 1,682.7 million and $ 1,417.2 million, respectively, of accounts receivable, net of allowances for credit losses of $ 5.4 million and $ 7.7 million, respectively. Changes in the allowance were not significant for the years ended December 31, 2025, 2024, or 2023.
Cash and Equivalents, and Restricted Cash
Cash and equivalents include all highly liquid investments with a maturity of three  months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $ 5.4 million at December 31, 2025, $ 5.5 million at December 31, 2024, $ 5.6 million at December 31, 2023, and $ 5.5 million at December 31, 2022, which is recorded in Other Assets (noncurrent) in the company’s consolidated balance sheets.
Short-Term Investments
Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company’s short-term investments are classified as trading securities. There were no short-term investments held as of December 31, 2025. Short-term investments held as of December 31, 2024 consisted of commercial paper ($ 19.7 million), US Treasuries ($ 113.1 million), and certificates of deposit ($ 15.0 million). Interest income from invested cash and short-term investments was $ 36.8 million, $ 90.1 million, and $ 111.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is recorded in other (income) expense, net as earned.
Inventories
Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap, purchased steel substrate and aluminum slabs) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following at December 31 (in thousands):
​
​

​

​

​

​

​

​

​

​
​
2025
​
2024
​

​
Raw materials
$
1,741,873
​
$
1,323,920
​

​
Supplies
​
815,895
​
​
805,035
​

​
Work in progress
​
414,492
​
​
269,031
​

​
Finished goods
​
766,256
​
​
715,747
​

​
Total inventories
$
3,738,516
​
$
3,113,733
​

​
​

63

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
Property, Plant and Equipment
Property, plant and equipment are stated at cost which includes capitalized interest on construction in progress amounts, and is reduced by proceeds received from certain state and local government grants and other capital cost reimbursements, except for assets acquired in acquisitions which are valued at fair value at the purchase date. The company assigns each fixed asset a useful life ranging from 3 to 15 years for plant, machinery and equipment, and 5 to 40 years for buildings and improvements. Repairs and maintenance are expensed as incurred. Depreciation is provided utilizing the straight-line depreciation methodology, or the units-of-production depreciation methodology for certain production-related steel and aluminum operations segment assets, based on units produced, subject to minimum and maximum levels. Depreciation expense was $ 515.0 million, $ 441.2 million, and $ 397.0  million for the years ended December  31, 2025, 2024, and 2023, respectively.
The company’s property, plant and equipment consisted of the following at December 31 (in thousands):
s

​

​

​

​

​

​

​

​

​
​
​
2025
​
2024
​

​
Land and improvements
​
$
849,391
​
$
801,210
​

​
Buildings and improvements
​
​
1,907,029
​
​
1,487,742
​

​
Plant, machinery and equipment
​
​
9,193,744
​
​
7,666,513
​

​
Construction in progress
​
​
1,667,367
​
​
2,767,013
​

​
​
​
​
13,617,531
​
​
12,722,478
​

​
Less accumulated depreciation
​
​
5,048,065
​
​
4,604,490
​

​
Property, plant and equipment, net
​
$
8,569,466
​
$
8,117,988
​

​
Intangible Assets
The company’s intangible assets consisted of the following at December 31 (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
Weighted
​

​
​
​
​
​
​
​
​
​
​
Average
​

​
​
​
​
​
​
​
​
Useful
​
Amortization
​

​
​
2025
​
2024
​
Life
​
Period
​

​
Customer, vendor and scrap generator relationships
$
539,505
​
$
444,812
​
8 to 25 years
​
23 years
​

​
Trade names
​
183,579
​
​
147,950
​
15 to 25 years
​
21 years
​

​
​
​
723,084
​
​
592,762
​
​
​
22 years
​

​
Less accumulated amortization
​
391,794
​
​
365,528
​
​
​
​
​

​
​
$
331,290
​
$
227,234
​
​
​
​
​

​
The company utilizes an accelerated amortization methodology for customer, vendor and scrap generator relationships in order to follow the pattern in which the economic benefits of the amounts are anticipated to be consumed. Trade names are amortized using a straight-line methodology. Amortization of intangible assets was $ 27.9  million, $ 30.5  million, and $ 34.0  million for the years ended December 31, 2025, 2024, and 2023, respectively.
​
​

64

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
Estimated amortization expense related to amortizable intangibles for the years ending December 31 is as follows (in thousands):
​

​

​

​

​

​

​
​
​
​
​
​

​
2026
​
$
30,840
​

​
2027
​
​
28,441
​

​
2028
​
​
27,231
​

​
2029
​
​
24,861
​

​
2030
​
​
23,168
​

​
Thereafter
​
​
196,749
​

​
Total
​
$
331,290
​

​
Impairment of Long-Lived Tangible and Definite-Lived Intangible Assets
The company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. The impairment loss is measured by comparing the fair value of the assets to its carrying amount. The company considers various factors and determines whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, the company’s strategy and capital planning, and the economic environment in markets to be served.
Goodwill
The company’s goodwill consisted of the following at December 31, 2025 and 2024 (in thousands):
​

​

​

​

​

​

​

​
​
​
​
​
​
​

​
Steel Operations Segment
​
$
272,133
​
​

​
Aluminum Operations Segment
​
​
14,000
​
​

​
Metals Recycling Operations Segment
​
​
189,413
​
​

​
Steel Fabrication Operations Segment
​
​
1,925
​
​

​
​
​
$
477,471
​
​

​
​
Impairment of Goodwill
At least once annually (as of October 1), or when indicators of impairment exist, the company performs a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company’s operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, the company recognizes an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If elected to bypass the qualitative assessment or if indications of a potential impairment exist, the company performs a quantitative test.
​

65

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
When conducting a qualitative assessment, the company considers the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and
discount rates), industry and market conditions, recent and projected financial performance, the company’s competitive position and other factors. When conducting a quantitative test, the fair value of the reporting unit is determined by
using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820, Fair Value Measurement .
​
No impairment was identified during the company’s 2025, 2024 or 2023 annual goodwill impairment analysis. During 2025 and 2024, the company performed a qualitative assessment and performed a quantitative test in 2023.
​
Equity-Based Compensation
The company has several stock-based employee compensation plans which are more fully described in Note 6. Equity-Based Incentive Plans . Compensation expense for restricted stock units, deferred stock units, restricted stock, stock appreciation awards, and performance awards is recorded over the vesting periods using the fair value as determined by the closing market value of the company’s common stock on the day prior to grant date, and with respect to performance awards, an estimate of probability of award achievement during the performance period. The company recognizes forfeitures as they occur. Compensation expense for these stock-based employee compensation plans was $ 66.8 million, $ 65.6 million, and $ 60.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Income Taxes
The company accounts for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse.
Earnings Per Share
Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 62,000 anti-dilutive common share equivalents for the three-month period ended March 31, 2025 excluded from common share equivalents for the year ended December 31, 2025. There were 269,000 anti-dilutive common share equivalents as of and for the year ended December  31, 2024.
​

66

Table of Contents

Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
The following table presents a reconciliation of the numerators and the denominators of the company’s basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share data):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
2025
​
​
2024

​
​
Net Income
​
Shares
​
Per Share
​
​
Net Income
​
Shares
​
Per Share

​
​
(Numerator)
​
(Denominator)
​
Amount
​
​
(Numerator)
​
(Denominator)
​
Amount

Basic earnings per share
​
$
1,185,595
​
​
147,806
​
$
8.02
​
​
$
1,537,134
​
​
155,420
​
$
9.89

Dilutive common share equivalents
​
​
-
​
​
598
​
​
​
​
​
​
-
​
​
716
​
​
​

Diluted earnings per share
​
$
1,185,595
​
​
148,404
​
$
7.99
​
​
$
1,537,134
​
​
156,136
​
$
9.84

​
​

​

​

​

​

​

​

​

​

​

​
2023
​

​
Net Income
​
Shares
​
Per Share
​

​
(Numerator)
​
(Denominator)
​
Amount
​

Basic earnings per share
$
2,450,882
​
​
166,552
​
$
14.72
​

Dilutive common share equivalents
​
-
​
​
879
​
​
​
​

Diluted earnings per share
$
2,450,882
​
​
167,431
​
$
14.64
​

​
Concentration of Credit Risk
Financial instruments that potentially subject the company to significant concentrations of credit risk principally consist of temporary cash investments and accounts receivable. When advantageous, the company places its temporary cash with high credit quality financial institutions and companies and limits the amount of credit exposure from any one entity. The company is exposed to credit risk in the event of nonpayment by customers. The company mitigates its exposure to credit risk, which it generally extends initially on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable.
Derivative Financial Instruments
The company routinely enters into exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. These exchange traded futures contracts meet the definition of derivative financial instruments. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as cash flow hedges must be adjusted to fair value through earnings. For the effective fair value hedges, the hedged item is recognized on the balance sheet at fair value. Changes in the fair value of the hedged balance sheet item are recognized as an offset against the change in fair value of the derivative in cost of goods sold and included in cash flows from operations. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings for fair value hedges. Changes in the fair value of cash flow hedges are recognized in other comprehensive income, until the hedged item is recognized in earnings.

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Note 1. Description of the Business and Summary of Significant Accounting Policies (Continued)
The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. The fair value of the company’s derivative instruments and required margin deposit totaled $ 56.2 million and $ 26.0 million at December 31, 2025 and 2024, respectively, including required margin deposits of $ 112.2 million and $ 12.7 million at December 31, 2025 and 2024, respectively, which are reflected in other current assets in the consolidated balance sheets. The fair value of the derivative instruments is disclosed in Note 7. Fair Value Measurements . Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold. The company recognized losses of $ 76.7 million and gains of $ 11.4 million and $ 10.0 million for the years ended December 31, 2025, 2024, and 2023, respectively. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were insignificant for the years ended December 31, 2025, 2024, and 2023.
​
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). The company adopted ASU 2023-09 during the year ended December 31, 2025. See Note 4. Income Taxes.
Recently Issued Not Yet Adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring public entitles to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Note 2. Business Combinations
United Steel Supply
As of December 31, 2024, the company had a 90 % controlling interest in United Steel Supply, LLC. On April 1, 2025, a noncontrolling member of USS exercised its option to require SDI to purchase its 5 % equity interest, increasing SDI’s ownership to 95 %. The remaining noncontrolling member has the option to require SDI to purchase, and SDI has the option to acquire, the outstanding 5 % equity interest of USS. Redeemable noncontrolling interests related to USS are $ 30.0 million and $ 60.0 million at December 31, 2025, and 2024, respectively.
​
New Process Steel, L.P.
On December 1, 2025, the company acquired the remaining 55 % equity interest in New Process Steel, L.P., increasing its ownership from 45 % to 100 % and obtaining control. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. The acquisition of NPS expands the company’s exposure to value-added manufacturing opportunities. Prior to the 2025 acquisition date, the company accounted for its 45 % minority equity interest in NPS as an equity-method investment. Upon the acquisition of the remaining interest, the previously held equity interest was remeasured to an acquisition-date fair value of $ 220.4 million, based on the purchase price of the remaining 55 % interest. The company recognized a gain of $ 6.5 million as a result of remeasuring its prior equity interest in NPS before the business combination, included in other (income) expense , net in the consolidated statements of income for the year ended December 31, 2025.
​

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Note 2. Business Combinations (Continued)
The total purchase consideration consisted of the fair value of the previously held equity interest and the consideration transferred to acquire the remaining ownership interest. Operating results of NPS from and after December 1, 2025, have been included in the company’s consolidated financial statements within the steel operations segment. The acquisition-date fair value of the consideration transferred totaled $ 449.3 million, which consisted of the following (in thousands):
​
​

​

​

​

​

​
Cash paid for remaining 55 % interest
$
228,935
​

​
Fair value of previously held equity interest
​
220,366
​

​
Total consideration
$
449,301
​

​
The aggregate purchase price was preliminarily allocated to the identified assets acquired and liabilities assumed of NPS at December 1, 2025, based on their estimated acquisition date fair values (in thousands):
​

​

​

​

​

​
Cash
$
53,161
​

​
Accounts receivable
​
106,021
​

​
Inventory
​
205,955
​

​
Property, plant & equipment
​
45,752
​

​
Other assets
​
59,030
​

​
Identifiable intangible assets
​
131,960
​

​
Total identifiable assets acquired
​
601,879
​

​
Accounts payable
​
63,963
​

​
Other liabilities
​
88,615
​

​
Total liabilities assumed
​
152,578
​

​
Total consideration
$
449,301
​

​
The company is in the process of obtaining third-party valuations of property, plant, and equipment and certain intangible assets. Accordingly, the provisional amounts included above are subject to change during the measurement period. The identifiable intangible assets acquired include customer relationships of $ 96.3 million and trade names of $ 35.6 million. The company estimated the provisional amount for the trade name based on a relief from royalty method under the income approach and estimated the provisional amount for the customer relationships based on a multi-period excess earnings method, which is a specific discounted cash flow method under the income approach. The company utilizes an accelerated amortization methodology to follow the pattern in which the economic benefits of the customer relationship intangible asset are anticipated to be consumed over its 25 year assigned life. The company amortized the intangible asset related to the trade name using a straight-line methodology over its 25 year assigned life.
​
New Process Steel Unaudited Pro Forma Results
NPS’s operating results have been reflected in the company’s financial statements since the effective date of the acquisition, December 1, 2025. The following unaudited pro forma information is presented below as if the NPS acquisition was completed as of January 1, 2024 (in thousands):
​

​

​

​

​

​

​

​
​
Years Ended December 31,

​
​
​
2025
​
​
2024

​
Net sales
$
18,647,759
​
$
18,067,014

​
Net income attributable to Steel Dynamics, Inc.
​
1,189,831
​
​
1,542,398

​
The information presented is for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of the respective period, nor are they necessarily indicative of future operating results of the combined companies under the ownership and management of the company. The amounts have been calculated after applying the company’s accounting policies and adjusting the results of NPS to reflect the additional depreciation and amortization that would have been charged assuming the fair

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value adjustments to property, plant, and equipment and intangible assets had been applied on January 1, 2024, together with the consequential tax effects.
Note 3. Long-Term Debt
The company’s borrowings consisted of the following at December 31 (in thousands):
​

​

​

​

​

​

​

​

​

​

​
​
​
2025
​
2024
​
​

​
​
2.400 % senior notes due 2025
​
-
​
​
400,000
​
​

​
​
5.000 % senior notes due 2026
​
-
​
​
400,000
​
​

​
​
1.650 % senior notes due 2027
​
350,000
​
​
350,000
​
​

​
​
4.000 % senior notes due 2028
​
650,000
​
​
-
​
​

​
​
3.450 % senior notes due 2030
​
600,000
​
​
600,000
​
​

​
​
3.250 % senior notes due 2031
​
500,000
​
​
500,000
​
​

​
​
5.375 % senior notes due 2034
​
600,000
​
​
600,000
​
​

​
​
5.250 % senior notes due 2035
​
750,000
​
​
-
​
​

​
​
3.250 % senior notes due 2050
​
400,000
​
​
400,000
​
​

​
​
5.750 % senior notes due 2055
​
400,000
​
​
-
​
​

​
​
Other obligations
​
36,610
​
​
28,803
​
​

​
​
Total debt
​
4,286,610
​
​
3,278,803
​
​

​
​
Less debt issuance costs and original issue discounts
​
75,447
​
​
47,796
​
​

​
​
Total amounts outstanding
​
4,211,163
​
​
3,231,007
​
​

​
​
Less current maturities
​
34,655
​
​
426,990
​
​

​
​
Long-term debt
$
4,176,508
​
$
2,804,017
​
​

​
Financing Activity
​
In March 2025, the company issued $ 600.0 million of 5.250 % notes due 2035 and $ 400.0 million of 5.750 % notes due 2055. Proceeds from these notes were used for repayment of the company’s $ 400.0 million of 2.400 % notes due 2025 and for other general corporate purposes.
In November 2025, the company issued $ 650.0 million of 4.000 % notes due 2028 and an additional $ 150.0 million of 5.250 % notes due 2035. Proceeds from these notes were used to redeem the company’s $ 400.0 million of 5.000 % notes due 2026 and for other general corporate purposes.
Senior Credit Facility, due 2028
​
On July 19, 2023, the company entered into an unsecured credit agreement comprised of a senior unsecured credit facility (Facility), which provides a $ 1.2 billion unsecured Revolver, maturing July 2028. Subject to certain conditions, the company has the opportunity to increase the Facility size by $ 500.0 million. The unsecured Facility is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to the company’s ability to incur indebtedness and permit liens on certain assets. The company’s ability to borrow funds within the terms of the unsecured Facility is dependent upon its continued compliance with financial and other covenants. At December 31, 2025, the company had $ 1.2 billion of availability on the Facility, $ 9.2 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.
​
The Facility pricing grid is adjusted quarterly and is based on either the company’s leverage of net debt (as defined in the Facility) to last-twelve-months (LTM) consolidated EBITDA as defined in the Facility (earnings before interest, taxes, depreciation, amortization, and certain other non-cash items as allowed in the Facility), or the company’s credit ratings. The minimum pricing is adjusted Secured Overnight Financing Rate ( SOFR ) plus 1.000 % and the maximum pricing is adjusted SOFR plus 1.75 %. In addition, the company is subject to an unused commitment fee of between 0.11 % and 0.275 % (based on either the leverage of net debt to LTM consolidated EBITDA, or the company’s credit ratings) which is applied to the unused portion of the Facility.

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Note 3. Long-Term Debt (Continued)
The financial covenants under the Facility state that the company must maintain an interest coverage ratio of not less than 2.50 :1.00. The company’s interest coverage ratio is calculated by dividing its LTM consolidated EBITDA by its LTM gross interest expense, less amortization of financing fees. In addition, a debt to capitalization ratio of not more than 0.60 :1.00 must be maintained. At December 31, 2025, the company’s interest coverage ratio and debt to capitalization ratio were 13.33 :1.00 and 0.32 :1.00, respectively. The company was, therefore, in compliance with these covenants at December 31, 2025, and anticipates remaining in compliance during the next twelve months.
Senior Unsecured Notes
The company has eight different tranches of senior unsecured notes (Notes) outstanding. These Notes are in equal right of payment with all existing and future senior unsecured indebtedness and are senior in right of payment to all subordinated indebtedness. These Notes contain provisions that allow the company to redeem the Notes on or after the dates and at redemption prices (expressed as a percentage of principal amount) listed below.
​
The company’s $ 350.0 million of 1.650 % senior notes due 2027 mature on October 15, 2027, with interest payable semi-annually. Early redemption is permitted any time prior to August 15, 2027, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20 %; and as of August 15, 2027 , at 100.000 %.
​
The company’s $ 650.0 million of 4.000 % senior notes due 2028 mature on December 15, 2028, with interest payable semi-annually. Early redemption is permitted any time prior to November 15, 2028, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.10 % ; and as of November 15, 2028 , at 100.000 % .
The company’s $ 600.0 million of 3.450 % senior notes due 2030 mature on April 15, 2030, with interest payable semi-annually. Early redemption is permitted any time prior to January 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25 %; and as of January 15, 2030 , at 100.000 %.
​
The company’s $ 500.0 million of 3.250 % senior notes due 2031 mature on January 15, 2031, with interest payable semi-annually. Early redemption is permitted any time prior to October 15, 2030, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.40 %; and as of October 15, 2030 , at 100.000 %.
​
The company’s $ 600.0 million of 5.375 % senior notes due 2034 mature on August 15, 2034, with interest payable semi-annually. Early redemption is permitted any time prior to May 15, 2034, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20 %; and as of May 15, 2034 , at 100.000 %.
​
The company’s $ 750.0 million of 5.250 % senior notes due 2035 mature on May 15, 2035, with interest payable semi-annually. Early redemption is permitted any time prior to February 15, 2035, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20 %; and as of February 15, 2035 , at 100.000 %.
The company’s $ 400.0 million of 3.250 % senior notes due 2050 mature on October 15, 2050, with interest payable semi-annually. Early redemption is permitted any time prior to April 15, 2050, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.30 %; and as of April 15, 2050 , at 100.000 %.
​

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Note 3. Long-Term Debt (Continued)
The company’s $ 400.0 million of 5.750 % senior notes due 2055 mature on May 15, 2055, with interest payable semi-annually. Early redemption is permitted any time prior to November 15, 2054, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25 %; and as of November 15, 2054 , at 100.000 %.
Other Obligations
Secured Loans. Two of the company’s controlled subsidiaries have entered into financing agreements for certain equipment which bear a weighted average interest rate of 5.15 %, with monthly principal and interest payments required through 2033. The outstanding principal balance of these agreements was $ 3.4 million and $ 2.4 million at December 31, 2025, and 2024, respectively.
One of the company’s controlled subsidiaries has a secured credit agreement, which matures in March 2026, and provides a revolving variable rate credit facility of up to $ 30.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 5.12 % at December 31, 2025, is payable monthly. There were no amounts due under the credit facility at December 31, 2025 or 2024.
Another of the company’s controlled subsidiaries has a secured credit agreement, which matures in June 2028, and provides a revolving variable rate credit facility of up to $ 125.0 million, subject to a borrowing base determined from eligible accounts receivable and inventory. Interest, which was 5.47 % at December 31, 2025, is payable monthly. Amounts due under the credit facility were $ 33.2 million and $ 26.4 million at December 31, 2025, and 2024, respectively.
Outstanding Debt Maturities
Maturities of outstanding debt as of December 31, 2025, are as follows (in thousands):
​

​

​

​

​

2026
​
$
34,655
​

2027
​
​
351,099
​

2028
​
​
650,416
​

2029
​
​
198
​

2030
​
​
600,095
​

Thereafter
​
​
2,650,147
​

​
​
$
4,286,610
​

​
The company capitalizes interest on all qualifying construction in progress assets. For the years ended December 31, 2025, 2024, and 2023, total interest costs incurred were $ 170.6  million, $ 123.1  million, and $ 109.5  million, respectively, of which $ 100.6 million, $ 66.8 million, and $ 33.0 million, respectively, were capitalized .
​
​

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Table of Contents

Note 4. Income Taxes
Components of earnings before income taxes and noncontrolling interests for the years ended December 31 are as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​
​
2025
​
2024
​
2023
​

​
United States income
$
1,489,479
​
$
1,992,814
​
$
3,198,048
​

​
Foreign income (loss)
​
3,492
​
​
( 9,933 )
​
​
20,895
​

​
Total income before income taxes
$
1,492,971
​
$
1,982,881
​
$
3,218,943
​

​
The company files a consolidated federal income tax return. The provision for income tax expense for the years ended December 31 is as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​

​
​
2025
​
2024
​
2023
​

​
Current income tax expense
​
​
​
​
​
​
​
​
​

​
Federal
$
172,988
​
$
409,586
​
$
600,499
​

​
State
​
32,559
​
​
57,942
​
​
91,965
​

​
Foreign
​
4,850
​
​
7,980
​
​
3,482
​

​
Total current
​
210,397
​
​
475,508
​
​
695,946
​

​
Deferred income tax expense (benefit)
​
​
​
​
​
​
​
​
​

​
Federal
​
96,693
​
​
( 26,311 )
​
​
38,172
​

​
State
​
7,322
​
​
( 12,476 )
​
​
15,355
​

​
Foreign
​
( 8,752 )
​
​
( 3,796 )
​
​
2,138
​

​
Total deferred
​
95,263
​
​
( 42,583 )
​
​
55,665
​

​
Total income tax expense
$
305,660
​
$
432,925
​
$
751,611
​

​
​
A reconciliation of the statutory rates to the actual effective tax rates for the years ended December 31 are as follows (in thousands, except percentages):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
2025
​
2024
​
2023

U.S. Federal Statutory Tax Rate
$
313,524
​
21.0
%
​
$
416,405
​
21.0
%
​
$
675,978
​
21.0
%

State and local income taxes, net of federal income tax effect (a)
​
31,505
​
2.1
​
​
​
35,918
​
1.8
​
​
​
84,784
​
2.6
​

Foreign tax effects
​
( 4,635 )
​
( 0.3 )
​
​
​
6,270
​
0.3
​
​
​
1,232
​
0.1
​

Effect of cross-border tax laws
​
( 2,388 )
​
( 0.2 )
​
​
​
( 5,411 )
​
( 0.3 )
​
​
​
( 2,445 )
​
( 0.1 )
​

Tax credits - federal research & development
​
( 35,050 )
​
( 2.3 )
​
​
​
( 18,036 )
​
( 0.9 )
​
​
​
( 11,329 )
​
( 0.4 )
​

Nontaxable or nondeductible items
​
2,240
​
0.2
​
​
​
( 1,557 )
​
( 0.1 )
​
​
​
( 784 )
​
-
​

Changes in unrecognized tax expense (benefits)
​
464
​
-
​
​
​
( 664 )
​
-
​
​
​
4,175
​
0.1
​

Effective tax rate
$
305,660
​
20.5
%
​
$
432,925
​
21.8
%
​
$
751,611
​
23.3
%

​

(a) State taxes in Indiana, Illinois, Mississippi, and Pennsylvania for 2025 , Indiana, Michigan, and California for 2024 , and Indiana, Illinois, Mississippi, Pennsylvania, and Michigan for 2023 made up the majority (greater than 50%) of the tax effect in this category.

​
​

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Table of Contents

Note 4. Income Taxes (Continued)
Cash taxes paid, net of refunds, by jurisdiction for the years ended December 31 are as follows (in thousands):
​

​

​

​

​

​

​

​

​

​
2025
​
2024
​
2023

​
​
​
​
​
​
​
​
​

U.S. Federal
$
116,060
​
$
399,306
​
$
560,000

U.S. State and Local
​
​
​
​
​
​
​
​

Indiana
​
-
​
​
25,863
​
​
13,897

Other States (combined) (b)
​
27,531
​
​
36,672
​
​
64,630

Foreign - Mexico
​
8,409
​
​
1,922
​
​
4,140

Total income taxes paid, net
$
152,000
​
$
463,763
​
$
642,667

​

(b) All other U.S. state/local jurisdictions individually represented less than 5% and are aggregated into "Other States"

​
Significant components of the company’s deferred tax assets and liabilities at December 31 are as follows (in thousands):
​

​

​

​

​

​

​

​

​
​
2025
​
2024
​

​
Deferred tax assets
​
​
​
​
​
​

​
Accrued expenses and allowances
$
55,029
​
$
41,031
​

​
Inventories
​
76,218
​
​
6,892
​

​
Net operating loss carryforwards
​
61,893
​
​
24,381
​

​
Amortizable assets
​
-
​
​
39,657
​

​
Other
​
20,500
​
​
5,916
​

​
​
​
213,640
​
​
117,877
​

​
Less: valuation allowance
​
( 1,360 )
​
​
( 1,150 )
​

​
Total net deferred tax assets
​
212,280
​
​
116,727
​

​
​
​
​
​
​
​
​

​
Deferred tax liabilities
​
​
​
​
​
​

​
Property, plant and equipment
​
( 1,194,237 )
​
​
( 1,014,515 )
​

​
Amortizable assets
​
( 4,187 )
​
​
-
​

​
Other
​
( 11,305 )
​
​
( 4,398 )
​

​
Total deferred tax liabilities
​
( 1,209,729 )
​
​
( 1,018,913 )
​

​
Net deferred tax liability
$
( 997,449 )
​
$
( 902,186 )
​

​
Certain wholly-owned and controlled subsidiaries of the company file separate federal and state income tax returns. These subsidiaries generated state net operating loss carryforwards, which will expire in the years 2034 through 2045 if not utilized. Annually, the company evaluates the realizability of the net deferred tax assets for this controlled subsidiary. In completing this evaluation, the company considers all available positive and negative evidence in order to determine whether, based on the weight of the evidence, a valuation allowance for its deferred tax assets is necessary. Such evidence includes current operating results, historical results, future reversals of existing taxable temporary differences and expectations for future taxable income (exclusive of the reversal of temporary differences and carryforwards), as well as the implementation of feasible and prudent tax planning strategies. Based on the evidence, the company maintained a valuation allowance of $ 1,360,000 and $ 1,150,000 as of December 31, 2025, and 2024, respectively, with respect to certain state tax credits of the controlled subsidiary.
​

74

Table of Contents

Note 4. Income Taxes (Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​

​
​
2025
​
2024
​
2023
​

​
Balance at January 1
$
29,687
​
$
31,258
​
$
28,646
​

​
Increases related to current year tax positions
​
7,245
​
​
5,115
​
​
1,500
​

​
Increases related to prior year tax positions
​
2,764
​
​
263
​
​
1,798
​

​
Decreases related to prior year tax positions
​
( 399 )
​
​
( 504 )
​
​
-
​

​
Decreases related to lapse of applicable statute of limitations
​
( 8,614 )
​
​
( 6,445 )
​
​
( 686 )
​

​
Balance at December 31
$
30,683
​
$
29,687
​
$
31,258
​

​
Included in the balance of unrecognized tax benefits at December 31, 2025 and 2024 are potential benefits of $ 27.2  million and $ 26.4 million, respectively, that, if recognized, would affect the effective tax rate. The company recognizes interest and penalties related to its tax contingencies on a net-of-tax basis in income tax expense. During the year ended December 31, 2025, the company recognized income from the decrease of interest expense and penalties of $ 340,000 , net of tax. During the years ended December 31, 2024 and 2023, the company recognized expense from the increase of interest expense and penalties of $ 710,000 and $ 1,560,000 , respectively, net of tax. In addition to the unrecognized tax benefits in the table above, the company had $ 3.7 million and $ 4.2 million accrued for the payment of interest and penalties at December 31, 2025 and 2024, respectively.
The company files income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2022 through 2025 remain open to examination by the Internal Revenue Service and various state and local jurisdictions.
Note 5. Shareholders’ Equity
Cash Dividends
The company declared cash dividends of $ 294.1  million, or $ 2.00 per common share, during 2025; $ 284.1  million, or $ 1.84 per common share, during 2024; and $ 280.5  million, or $ 1.70 per common share, during 2023. The company paid cash dividends of $ 291.2 million, $ 282.6  million, and $ 271.3  million during 2025, 2024, and 2023, respectively.
Treasury Stock
In November 2022, the board of directors authorized a share repurchase program of up to $ 1.5 billion of the company’s common stock. This program was exhausted in November 2023. In November 2023, the board of directors authorized an additional share repurchase program of up to $ 1.5 billion of the company’s common stock. This program was exhausted in March 2025. In February 2025, the board of directors authorized an additional share repurchase program of up to $ 1.5 billion of the company’s common stock. Under the share repurchase programs, purchases take place as and when the company determines in open market or private transactions made based upon the market price of the company’s common stock, the nature of other investment opportunities or growth projects, the company’s cash flows from operations, and general economic conditions. The share repurchase programs do not require the company to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by the company at any time. The share repurchase programs do not have an expiration date. The company repurchased 6.7 million shares for $ 900.9 million during 2025, 9.4 million shares for $ 1.2 billion during 2024, and 13.4 million shares for $ 1.5 billion during 2023 under the share repurchase programs. At December 31, 2025, the company had remaining authorization to repurchase $ 801.0 million of additional shares under the February 2025 share repurchase program.
​

75

Table of Contents

Note 6. Equity-Based Incentive Plans
2023 Equity Incentive Plan
In May 2023, the company’s shareholders approved the 2023 Equity Incentive Plan (2023 Plan), which superseded the prior Amended and Restated 2015 Equity Incentive Plan. The 2023 Plan is designed to attract, motivate, and retain qualified persons that are able to make important contributions to the company’s success. To accomplish these objectives, the 2023 Plan provides for awards of equity-based incentives through granting of restricted stock units (RSUs), deferred stock units (DSUs), stock appreciation rights (SARs), performance awards, such as the long-term incentive compensation program (LTIP), restricted stock awards (of which none have been granted), stock options (of which none have been granted), and unrestricted stock awards (of which none have been granted). Under the 2023 Plan, 9.0 million shares of common stock were reserved for grant through December 31, 2033. The 2023 Plan uses a fungible share concept under which any awards that are not a full-value award, such as stock options and stock-settled SARs, will be counted against the share reserve as one share for each share of common stock, and awards that are full-value awards, such as RSUs, DSUs, restricted and unrestricted stock awards, and performance awards, will be counted against the share reserve as 2.09 shares for each share of common stock. The SARs the company has granted to date (of which none are outstanding at December 31, 2025) can only be settled in cash, and thus, do not count against the share reserve. At December 31, 2025, there were 5.1 million shares still available for issuance.
Substantially all of the company’s full-time, non-union, U.S. team members receive RSUs, which are granted annually in November at no cost to employees and vest 100 % over the shorter of two years from grant date or upon the recipient reaching retirement eligible age ( 59½ years ). During 2025, 2024, and 2023, certain key senior leadership of the company received RSUs in February which vest over a period of 2 to 4 years . The RSUs are converted to stock and issued to employees upon vesting. The company satisfies RSUs with newly issued shares, and satisfies restricted and unrestricted stock awards, DSUs, and performance awards with treasury shares. In addition to the RSUs and LTIP awards granted during the three-year period ended December 31, 2025, presented below, the company awarded 14,000 , 13,000 and 18,000 DSUs in 2025, 2024 and 2023, respectively.
Restricted Stock Units
A summary of the company’s RSU activity and outstanding RSUs as of December 31, 2025, are presented below (dollars in thousands except grant date fair value):
​

​

​

​

​

​

​

​

​

​

​

​
​
​
Weighted
​
Aggregate
​
​
​

​
Number
​
Average Grant
​
Intrinsic
​
Unrecognized

​
of RSUs
​
Date Fair Value
​
Value
​
Compensation

Outstanding RSUs as of January 1, 2023
973,551
​
$
71.80
​
$
94,765
​
$
44,394

Granted
433,810
​
​
108.95
​
​
​
​
​
​

Vested
( 517,041 )
​
​
64.03
​
​
​
​
​
​

Forfeited
( 40,829 )
​
​
78.70
​
​
​
​
​
​

As of December 31, 2023
849,491
​
$
99.13
​
$
101,480
​
$
43,073

Granted
374,370
​
​
137.14
​
​
​
​
​
​

Vested
( 394,675 )
​
​
94.28
​
​
​
​
​
​

Forfeited
( 39,874 )
​
​
104.21
​
​
​
​
​
​

As of December 31, 2024
789,312
​
$
115.47
​
$
90,037
​
$
54,964

Granted
368,224
​
​
146.64
​
​
​
​
​
​

Vested
( 421,026 )
​
​
106.60
​
​
​
​
​
​

Forfeited
( 35,826 )
​
​
126.06
​
​
​
​
​
​

As of December 31, 2025 (nonvested)
700,684
​
$
136.50
​
$
118,731
​
$
56,586

​
​
​

76

Table of Contents

Note 6. Equity-Based Incentive Plans (Continued)
The weighted average remaining life before vesting of the outstanding RSUs as of December 31, 2025, is 1.3 years. The fair value of RSUs vesting during 2025, 2024, and 2023 was $ 60.7 million, $ 56.2 million, and $ 58.3 million, respectively, and were net-share settled such that the company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. The total shares withheld in 2025, 2024, and 2023 were approximately 253,000 , 287,000 , and 342,000 shares, respectively, and were based on the value of the RSUs on their vesting dates as determined by the company’s closing stock price.
​
Long-Term Incentive Compensation Program (LTIP)
The company maintains an LTIP performance-based program directed toward key senior leadership of the company, as determined at the discretion of the Compensation Committee of the Board of Directors. Awards are in shares of the company’s common stock using the closing stock price on the first day of the performance period to convert each key senior executive’s predetermined multiple of annual base salary. The performance period is generally three years ; however, transition awards can be issued with a shorter performance period. Performance is measured in terms of equal portions of four growth and profitability measures, as compared to the same measures, similarly treated, of a pre-established group of steel sector competitors. Awards earned can range from zero to 100 % of the shares awarded, and award shares vest immediately once earned on the basis of performance.
The Compensation Committee granted the following three-year performance period awards and transition awards, which have been earned and have or will be issued as follows:
​
​

​

​

​

​

​

​

​

​

​
​
Maximum
​
​
​
​
​
​

​
​
Shares That
​
Award
​
​
​
​

​
​
Could Be Issued
​
Earned
​
Award Issued/Issuable

​
​
​
​
​
​
​
​
​

​
2022 LTIP Award:
​
​
​
​
​
​
​

​
Three-year performance period award
249,759
​
249,759
​
249,759
​
March 2025

​
​
​
​
​
​
​
​
​

​
2023 LTIP Award:
​
​
​
​
​
​
​

​
Three-year performance period award
193,946
​
164,857
​
164,857
​
March 2026

​
Two-year performance period transition award
5,517
​
4,690
​
4,690
​
March 2025

​
One-year performance period transition award
3,678
​
2,759
​
2,759
​
March 2024

​
​
​
​
​
​
​
​
​

​
2024 LTIP Award:
​
​
​
​
​
​
​

​
Three-year performance period award
166,791
​
*
​
*
​
​

​
​
​
​
​
​
​
​
​

​
2025 LTIP Award:
​
​
​
​
​
​
​

​
Three-year performance period award
182,819
​
*
​
*
​
​

*
Not yet earned as performance period not complete.

2018 Executive Incentive Compensation Plan (2018 Executive Plan)
The 2018 Executive Plan provides for eligibility of certain senior leadership of the company to receive cash and stock bonuses based on predetermined formulas. The company’s shareholders approved the 2018 Executive Plan in May 2018 and 2.0  million shares of company stock were reserved for grant through February 28, 2028. At times a portion of the bonus may be distributed in shares of the company’s stock, of which one-third of the shares vest immediately and the remaining shares vest in equal annual installments over an additional two-year service-based vesting period requirement. At December 31, 2025, 2024, and 2023, 1.3 million shares under the 2018 Executive Plan remained available for grant. Pursuant to the 2018 Executive Plan, 15,000 , 17,000 , and 29,000 shares were awarded with a market value of $ 2.7 million, $ 2.2 million, and $ 3.5 million for the 2025, 2024, and 2023 award years, respectively .

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Table of Contents

Note 7. Fair Value Measurements
Accounting standards provide a comprehensive framework for measuring fair value, sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:
● Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets;
● Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and

● Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of December 31 (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
Quoted Prices
​
Significant
​
​
​
​
​

​
​
​
​
​
in Active
​
Other
​
Significant
​
​

​
​
​
​
​
Markets for
​
Observable
​
Unobservable
​
​

​
​
​
​
​
Identical Assets
​
Inputs
​
Inputs
​
​

​
​
Total
​
(Level 1)
​
(Level 2)
​
(Level 3)
​
​

​
December 31, 2025
​
​
​
​
​
​
​
​
​
​
​
​
​

​
Commodity futures – financial assets
$
8,925
​
$
-
​
$
8,925
​
$
-
​
​

​
Commodity futures – financial liabilities
​
64,896
​
​
-
​
​
64,896
​
​
-
​
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
December 31, 2024
​
​
​
​
​
​
​
​
​
​
​
​
​

​
Short-term investments
$
147,811
​
$
-
​
$
147,811
​
$
-
​
​

​
Commodity futures – financial assets
​
19,323
​
​
-
​
​
19,323
​
​
-
​
​

​
Commodity futures – financial liabilities
​
6,272
​
​
-
​
​
6,272
​
​
-
​
​

​
The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $ 4.1 billion and $ 3.0 billion at December 31, 2025, and 2024, respectively (with a corresponding carrying amount in the consolidated balance sheet of $ 4.2 billion and $ 3.2 billion at December 31, 2025, and 2024, respectively).
Note 8. Commitments and Contingencies
The company has entered into certain commitments with suppliers which are of a customary nature. Commitments have been entered into relating to future expected requirements for commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain commitments contain provisions which require that the company “take or pay” for specified quantities at fixed prices without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 14 years for air products and 26 years for water products. The company utilized such “take or pay” requirements during the past three years under these contracts. The company believes that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.

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Table of Contents

Note 8. Commitments and Contingencies (Continued)
The company’s commitments for these agreements with “take or pay” or other similar commitment provisions for the years ending December 31 are as follows (in thousands):
​

​

​

​

​

​

​
2026
​
$
331,503
​

​
2027
​
​
49,643
​

​
2028
​
​
38,291
​

​
2029
​
​
19,973
​

​
2030
​
​
18,853
​

​
Thereafter
​
​
160,882
​

​
​
​
$
619,145
​

​
At December 31, 2025, the company has outstanding commitments of $ 335.5 million related to ongoing construction of property, plant, and equipment, primarily related to the completion of the aluminum flat rolled products mill, as well as other steel operations expansion projects in 2026. The company’s commitments for operating leases are discussed in Note 11. Leases.
The company is involved in various litigation matters, including administrative and regulatory proceedings, that arise in the ordinary course of business, none of which are expected to have a material impact on the company’s financial condition, results of operations, or liquidity.
Note 9. Transactions with Affiliated Companies
The company purchases and sells recycled and scrap metal, steel, and purchases transportation services with other smaller affiliated companies, including equity method investments. These transactions for the years ended December 31, are as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​
​
2025
​
2024
​
2023
​

​
Sales
$
621,998
​
$
720,742
​
$
680,004
​

​
Accounts receivable
​
2,411
​
​
54,230
​
​
73,245
​

​
Purchases
​
163,318
​
​
188,906
​
​
167,798
​

​
Accounts payable
​
7,582
​
​
7,267
​
​
9,685
​

​
​
Note 10. Retirement Plans
The company sponsors several 401(k) retirement savings and profit sharing plans (Plans) for eligible employees, which are considered “qualified plans” for federal income tax purposes. The company’s total expense for the Plans was $ 147.0 million, $ 209.0 million, and $ 312.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Profit sharing expense for eligible employees is 8 % of consolidated pretax income excluding noncontrolling interests and other items. The resulting profit sharing expense under the Plans was $ 120.0 million, $ 165.2 million, and $ 264.6 million for the years ended December 31, 2025, 2024, and 2023, respectively; of which up to $ 96.0 million, $ 132.2 million, and $ 211.6 million, respectively, was directed by the company’s board of directors to be contributed to the Plans (subject to total Plan contribution limitations), with the remaining amounts each year paid directly in cash to the Plans’ participants.
​
​

79

Table of Contents

Note 11. Leases
The company has operating leases relating principally to transportation and other equipment, and some real estate. The company determines if an arrangement contains a lease at inception, which generally occurs when the arrangement identifies a specific asset that the company has the right to direct the use of and obtain substantially all of the economic benefit from use of the identified asset. Certain of the lease agreements contain rent escalation clauses (including fixed and index-based escalations), and options to extend or terminate the lease. For purposes of calculating operating lease obligations, the company’s lease terms include options to extend the lease when it is reasonably certain that the company will exercise such option. The company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is the rate of interest the company could borrow on a collateralized basis over a similar term with similar payments. Operating lease expense is recognized on a straight-line basis over the lease term.
Operating lease right-of-use assets and lease obligations included in the consolidated balance sheets at
December 31, are as follows (in thousands):
​

​

​

​

​

​

​

​
​
​
2025
​
​
2024

​
Right-of-use assets under operating leases:
​
​
​
​
​

​
Other assets - noncurrent
$
170,183
​
$
113,500

​
Lease obligations under operating leases:
​
​
​
​
​

​
Accrued liabilities
$
24,159
​
$
19,915

​
Other liabilities - noncurrent
​
147,495
​
​
94,417

​
​
$
171,654
​
$
114,332

​
The weighted average remaining lease term for our operating leases is nine years as of December 31, 2025 and 2024. The weighted-average discount rate is 5.00 % and 4.46 % as of December 31, 2025 and 2024, respectively. Future operating lease liabilities as of December 31, 2025, for the next five years and thereafter are as follows (in thousands):
​
​

​

​

​

​

​

​

​
​
2026
$
31,365
​
​

​
​
2027
​
28,882
​
​

​
​
2028
​
25,981
​
​

​
​
2029
​
22,469
​
​

​
​
2030
​
19,621
​
​

​
​
Thereafter
​
83,312
​
​

​
​
Total undiscounted cash flows
​
211,630
​
​

​
​
Less imputed interest
​
( 39,976 )
​
​

​
​
Lease obligations under operating leases
$
171,654
​
​

​
​
​
​
​
​
​

​
Operating lease expense included in the consolidated statements of income was $ 27.9 million, $ 27.4 million, and $ 27.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. Cash paid related to operating lease obligations was $ 23.2 million for the years ended December 31, 2025 and 2024, respectively, and $ 22.8 million for the year ended December 31, 2023. Variable lease costs were not material for the years ended December 31, 2025, 2024, and 2023. Short-term lease expense included in the consolidated statements of income was $ 61.9 million, $ 51.3 million, and $ 40.4 million for the years ended December 31, 2025, 2024, and 2023, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities for the years ended December 31, 2025, 2024, and 2023 were $ 77.5 million, (including $ 44.0 million related to New Process Steel additions), $ 12.8 million, and $ 38.8 million, respectively.
​
​

80

Table of Contents

Note 12. Segment Information
The company’s chief operating decision maker (CODM), who is the Chief Executive Officer, analyzes the results of the business through the following reportable segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. The segment operations are more fully described in Note 1. Description of the Business and Summary of Significant Accounting Policies to the consolidated financial statements.
The CODM assesses segment performance and allocates resources primarily based on operating income. The CODM uses operating income to allocate operating and capital resources and assesses performance of each segment by comparing actual operating income results to historical and previously forecasted financial information. The accounting policies of the reportable segments are consistent with those described in Note 1 to the consolidated financial statements. Intra-segment sales and any related profits are eliminated in consolidation.
The company’s segment results, including disaggregated revenue by segment to external, external non-United States, and other segment customers, are as follows (in thousands):
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
Metals
​
Steel
​
​
​
​
​
​
​
​
​
​
​

For the year ended
​
Steel
​
Recycling
​
Fabrication
​
Aluminum
​
​
​
​
​
​
​
​
​

December 31, 2025
​
Operations
​
Operations
​
Operations
​
Operations
​
Other (a)
​
Eliminations
​
Consolidated

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Net sales - disaggregated revenue
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

External
​
$
12,492,494
​
$
1,430,347
​
$
1,416,560
​
$
360,550
​
$
1,322,330
​
$
-
​
$
17,022,281

External Non-United States
​
​
529,484
​
​
611,294
​
​
1,329
​
​
544
​
​
11,649
​
​
-
​
​
1,154,300

Intersegment
​
​
390,795
​
​
2,304,433
​
​
776
​
​
112,787
​
​
1,475
​
​
( 2,810,266 )
​
​
-

Net sales
​
​
13,412,773
​
​
4,346,074
​
​
1,418,665
​
​
473,881
​
​
1,335,454
​
​
( 2,810,266 )
​
​
18,176,581

Less:
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Cost of goods sold
​
​
11,740,371
​
​
4,142,083
​
​
906,556
​
​
497,604
​
​
1,305,229
​
​
( 2,807,445 )
​
​
15,784,398

Other segment items (b)
​
​
244,858
​
​
106,815
​
​
104,684
​
​
149,247
​
​
312,076
​
​
( 1,483 )
​
​
916,197

Operating income (loss)
​
​
1,427,544
​
​
97,176
​
​
407,425
​
​
( 172,970 )
​
​
( 281,851 )
​
​
( 1,338 )
​
​
1,475,986

Interest expense, net of capitalized interest
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
70,043

Other (income) expense, net
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
( 87,028 )

Income before income taxes
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
$
1,492,971

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
$
400,394
​
$
64,255
​
$
13,150
​
$
19,442
​
$
54,549
​
$
( 400 )
​
$
551,390

Capital expenditures
​
​
317,547
​
​
111,964
​
​
15,098
​
​
593,452
​
​
29,341
​
​
( 119,377 )
​
​
948,025

Total Assets
​
​
9,233,768
​
​
1,463,184
​
​
666,983
​
​
3,905,799
​
​
4,584,424
(c)
​
( 3,434,378 )
​
​
16,419,780

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​

81

Table of Contents

Note 12. Segment Information (Continued)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
Metals
​
Steel
​
​
​
​
​
​
​
​
​
​
​

For the year ended
​
Steel
​
Recycling
​
Fabrication
​
Aluminum
​
​
​
​
​
​
​
​
​

December 31, 2024
​
Operations
​
Operations
​
Operations
​
Operations
​
Other (a)
​
Eliminations
​
Consolidated

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Net sales - disaggregated revenue
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

External
​
$
11,311,552
​
$
1,311,124
​
$
1,761,771
​
$
256,051
​
$
1,435,062
​
$
-
​
$
16,075,560

External Non-United States
​
​
749,932
​
​
694,010
​
​
1,731
​
​
2,496
​
​
16,661
​
​
-
​
​
1,464,830

Intersegment
​
​
465,582
​
​
2,131,779
​
​
8,293
​
​
60,142
​
​
-
​
​
( 2,665,796 )
​
​
-

Net sales
​
​
12,527,066
​
​
4,136,913
​
​
1,771,795
​
​
318,689
​
​
1,451,723
​
​
( 2,665,796 )
​
​
17,540,390

Less:
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Cost of goods sold
​
​
10,736,557
​
​
3,946,457
​
​
1,006,211
​
​
298,572
​
​
1,420,978
​
​
( 2,670,971 )
​
​
14,737,804

Other segment items (b)
​
​
208,135
​
​
113,649
​
​
98,600
​
​
92,448
​
​
348,153
​
​
( 1,436 )
​
​
859,549

Operating income (loss)
​
​
1,582,374
​
​
76,807
​
​
666,984
​
​
( 72,331 )
​
​
( 317,408 )
​
​
6,611
​
​
1,943,037

Interest expense, net of capitalized interest
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
56,347

Other (income) expense, net
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
( 96,191 )

Income before income taxes
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
$
1,982,881

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
$
351,558
​
$
56,148
​
$
11,071
​
$
6,786
​
$
53,344
​
$
-
​
$
478,907

Capital expenditures
​
​
461,524
​
​
83,020
​
​
29,374
​
​
1,309,027
​
​
55,183
​
​
( 70,122 )
​
​
1,868,006

Total Assets
​
​
8,776,445
​
​
1,301,234
​
​
665,867
​
​
2,802,647
​
​
3,319,917
(c)
​
( 1,930,877 )
​
​
14,935,233

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
Metals
​
Steel
​
​
​
​
​
​
​
​
​
​
​

For the year ended
​
Steel
​
Recycling
​
Fabrication
​
Aluminum
​
​
​
​
​
​
​
​
​

December 31, 2023
​
Operations
​
Operations
​
Operations
​
Operations
​
Other (a)
​
Eliminations
​
Consolidated

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Net sales - disaggregated revenue
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

External
​
$
11,603,139
​
$
1,162,246
​
$
2,798,262
​
$
239,095
​
$
1,164,942
​
$
-
​
$
16,967,684

External Non-United States
​
​
1,037,412
​
​
774,211
​
​
672
​
​
9,105
​
​
6,232
​
​
-
​
​
1,827,632

Intersegment
​
​
427,071
​
​
2,222,131
​
​
7,843
​
​
37,707
​
​
727
​
​
( 2,695,479 )
​
​
-

Net sales
​
​
13,067,622
​
​
4,158,588
​
​
2,806,777
​
​
285,907
​
​
1,171,901
​
​
( 2,695,479 )
​
​
18,795,316

Less:
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Cost of goods sold
​
​
10,977,249
​
​
3,971,743
​
​
1,115,515
​
​
237,759
​
​
1,147,441
​
​
( 2,700,274 )
​
​
14,749,433

Other segment items (b)
​
​
208,773
​
​
139,110
​
​
98,001
​
​
31,002
​
​
419,037
​
​
( 1,221 )
​
​
894,702

Operating income (loss)
​
​
1,881,600
​
​
47,735
​
​
1,593,261
​
​
17,146
​
​
( 394,577 )
​
​
6,016
​
​
3,151,181

Interest expense, net of capitalized interest
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
76,484

Other (income) expense, net
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
( 144,246 )

Income before income taxes
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
$
3,218,943

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
$
331,225
​
$
65,803
​
$
9,787
​
$
4,917
​
$
26,072
​
$
-
​
$
437,804

Capital expenditures
​
​
453,955
​
​
185,903
​
​
22,044
​
​
967,739
​
​
28,264
​
​
-
​
​
1,657,905

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
(a) Amounts included in Other are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of a joint venture and the idled Minnesota ironmaking operations. Also included are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments, amortization of intangible assets and certain profit sharing expenses.
​
(b) Other segment items for each reportable operating segment include selling, general, and administrative expenses including payroll & benefit expenses and professional service expenses. Other segment items within Other include selling, general, and administrative expenses such as payroll & benefit expenses, companywide equity-based compensation expenses, and professional service expenses, as well as company-wide profit sharing expense and amortization of intangible assets.
​
(c) Asset amounts included in Other consist of assets held by subsidiary operations that are below the quantitative thresholds required for reportable segments and the company's corporate assets. Corporate assets primarily consist of cash, short-term and other investments, and intra-company debt.
​
​
​
​

82

Table of Contents

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.       CONTROLS AND PROCEDURES
(a)  Evaluation of Disclosure Controls and Procedures.
As required, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, the end of the period covered by this annual report, our disclosure controls and procedures were designed to provide and were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s report on our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and the independent registered public accounting firm’s related audit report are included in Item 8. Consolidated Financial Statements and Supplementary Data of this Form 10-K and are incorporated herein by reference.
(b)  Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our Management’s Report on Internal Control Over Financial Reporting, as of December 31, 2025, can be found on page 51 of this Form 10-K, and the related Report of Independent Registered Public Accounting Firm, Ernst & Young LLP, can be found on page 52 of this Form 10-K, each of which is incorporated by reference into this Item 9A.
ITEM 9B.       OTHER INFORMATION
During the three-month period ended December 31, 2025, none of the Company’s directors or executive officers  adopted , modified  or  terminated  a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
ITEM 9C.       DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
​
​

83

Table of Contents

PART III
ITEM  10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERANCE
The information required to be furnished pursuant to Item 10 with respect to directors, executive officers, code of ethics, insider trading policies , and audit committee financial experts is incorporated herein by reference from the section entitled “Governance of the Company” and “Proposal No. 1 – Election of Directors” in our Proxy Statement for the 2026 Annual Meeting of Shareholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.
ITEM  11. EXECUTIVE COMPENSATION
The information required to be furnished pursuant to Item 11 with respect to executive compensation is incorporated herein by reference from the section entitled “Executive Compensation and Related Information” in our Proxy Statement for the 2026 Annual Meeting of Shareholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.
ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information relating to security ownership of certain beneficial owners and management required by Item 12 is incorporated herein by reference from the section entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement for the 2026 Annual Meeting of Shareholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year. The Equity Compensation Plan Information required by Item 12 is set forth in the table below.
Equity Compensation Plan Information
Our shareholders approved the Steel Dynamics, Inc. 2018 Executive Incentive Compensation Plan at our annual meeting of shareholders held May 17, 2018 (2018 Plan). Our shareholders approved the Steel Dynamics, Inc. 2023 Equity Incentive Plan at our annual meeting of shareholders held May 11, 2023 (2023 Plan). Our shareholders approved the Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan at our annual meeting of shareholders held May 9, 2024 (2024 Plan). The following table summarizes information about our equity compensation plans at December 31, 2025, all of which have been approved by shareholders. We do not have any equity compensation plans that have not been approved by shareholders.
​
​
​
​
​
​
​

​
  ​ ​ ​
(a)
  ​ ​ ​
(b)
  ​ ​ ​
(c)

​
​
​
​
​
​
Number of securities

​
​
​
​
​
​
remaining available for

​
​
Number of securities to be
​
​
​
future issuance under equity

​
​
issued upon exercise of
​
Weighted-average
​
compensation

​
​
outstanding options,
​
exercise price of outstanding
​
plans (excluding securities

Plan Category
​
warrants and rights
​
options, warrants and rights (1)
​
reflected in column (a))

Equity compensation plans approved by security holders:
​
​
​
​
​
​

2018 Plan
 
36,266
 
—
 
1,301,887

2023 Plan (1)
​
883,464
​
—
​
5,116,225

2024 Plan (2)
​
—
​
—
​
—

Equity compensation plans not approved by security holders
 
N/A
 
N/A
 
N/A

Total
​
919,730
​
—
​
6,418,112

(1) Includes 700,684 RSUs and 182,780 DSUs issuable upon expiration of the vesting or deferral periods, which have no exercise price.
(2) Shares are purchased on the open market and no shares are reserved.

84

Table of Contents

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be furnished pursuant to Item 13 with respect to certain relationships and related transactions is incorporated herein by reference from the sections entitled “Governance of the Company – Statement of Policy for the Review, Approval or Ratification of Transactions with Related Persons,” and “Governance of the Company – Director Independence” in our Proxy Statement for the 2026 Annual Meeting of Shareholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year; and from Note 9. Transactions with Affiliated Companies to our consolidated financial statements as of December 31, 2025, and 2024, and each of the three years in the periods ended December 31, 2025, 2024, and 2023, included in Item 8. Consolidated Financial Statements and Supplementary Data of this Form 10-K Annual Report for the fiscal year ended December 31, 2025.
ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required to be furnished pursuant to Item 14 with respect to principal accountant fees and services is incorporated herein by reference from the sections entitled “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Audit and Non-Audit Fees” and “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” in our Proxy Statement for the 2026 Annual Meeting of Shareholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.
​

85

Table of Contents

PART IV
ITEM 15.       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)          The following documents are filed as a part of this report:
1. Financial Statements: See the Audited Consolidated Financial Statements of Steel Dynamics, Inc. included as part of Item 8. Consolidated Financial Statements and Supplementary Data and described in the Index on page 50 of this Report.
2. Financial Statement Schedules: All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(b)          Exhibits:
Reference is made to the Exhibit Index preceding the signature pages hereto, which Exhibit Index is hereby incorporated into this item.
ITEM 16.       FORM 10-K SUMMARY
None.
​

86

Table of Contents

EXHIBIT INDEX
​
Articles of Incorporation
​

​

​
​

3.1
Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., reflecting all amendments thereto through May 11, 2023, incorporated herein by reference from Exhibit 3.1 to our Form 10-Q filed August 8, 2023 (File No.: 000-21719).

​
​

3.2
Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments thereto through January 31, 2024, incorporated herein by reference from Exhibit 3.2 to our Form 10-K filed February 29, 2024 (File No.: 000-21719).

​
​

Instruments Defining the Rights of Security Holders, Including Indentures

​
​

4.1
Description of Common Stock, incorporated herein by reference from Exhibit 4.1 to our Form 10-K filed February 27, 2020 (File No.: 000-21719).

​
​

4.31
Indenture dated December 4, 2019, among Steel Dynamics, Inc., as Issuer, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.1 to our Registration Statement on Form S-3 filed December 4, 2019 (File No.: 333-235343).

​
​

4.32
First Supplemental Indenture, dated as of December 11, 2019, relating to our issuance of $600 million 3.450% Notes due 2030 among Steel Dynamics, Inc., as Issuer, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed December 11, 2019 (File No.: 000-21719).

​
​

4.34
Form of 3.450% Notes due 2030 (included in Exhibit 4.32), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed December 11, 2019 (File No.: 000-21719).

​
​

4.35
Second Supplemental Indenture, dated as of June 5, 2020, relating to our issuance of $500 million 3.250% Notes due 2031, between Steel Dynamics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed June 5, 2020 (File No.: 000-21719).

​
​

4.37
Form of 3.250% Notes due 2031 (included in Exhibit 4.35), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed June 5, 2020 (File No.: 000-21719).

​
​

4.38
Third Supplemental Indenture, dated as of October 9, 2020, relating to our issuance of $350 million 1.650% Notes due 2027 and $400 million 3.250% Notes due 2050, between Steel Dynamics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed October 9, 2020 (File No.: 000-21719).

​
​

4.39
Form of 1.650% Notes due 2027 (included in Exhibit 4.38), incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed October 9, 2020 (File No.: 000-21719).

​
​

4.40
Form of 3.250% Notes due 2050 (included in Exhibit 4.38), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed October 9, 2020 (File No.: 000-21719).

​
​

4.41
Indenture, dated as of December 7, 2022, between Steel Dynamics, Inc., as Issuer, and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.1 to our Registration Statement on Form S-3 filed December 7, 2022 (File No.: 333-268703).

87

Table of Contents

​
​

4.42
First Supplemental Indenture, dated as of July 3, 2024, relating to our issuance of $600 million 5.375% Notes due 2034, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed July 5, 2024 (File No. 000-21719).

​
​

4.43
Form of 5.375% Notes due 2034 (included in Exhibit 4.42), incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed July 5, 2024 (File No.: 000-21719).

​
​

4.44
Second Supplemental Indenture, dated as of March 12, 2025, relating to our issuance of $750 million 5.250% Notes due 2035 and $400 million 5.750% Notes due 2055, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed March 12, 2025 (File No.: 000-21719).

​
​

4.45
Form of 5.250% Notes due 2035 (included in Exhibit 4.44), incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed March 12, 2025 (File No.: 000-21719).

​
​

4.46
Form of 5.750% Notes due 2055 (included in Exhibit 4.44), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed March 12, 2025 (File No.: 000-21719).

​
​

4.47
Third Supplemental Indenture, dated as of November 21, 2025, related to our issuance of $650 million 4.000% Notes due 2028, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed November 21, 2025 (File No.: 000-21719).

​
​

4.48
Form of 4.000% Notes due 2028 (included in Exhibit 4.47), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed November 21, 2025 (File No.: 000-21719).

​
​

Material Contracts

​
​

10.20†
Steel Dynamics, Inc., Change in Control Benefit Plan, incorporated herein by reference from our Exhibit 10.20 to our 8-K filed December 4, 2012 (File No.: 000-21719).

​
​

10.61†
2018 Executive Incentive Compensation Plan, approved by stockholders on May 17, 2018, incorporated herein by reference from our Definitive Proxy Statement on Schedule 14A filed March 28, 2018 (File No.: 000-21719).

​
​

10.62
Credit Agreement dated as of July 19, 2023, among Steel Dynamics, Inc. and the agents and lenders named therein, incorporated herein by reference from Exhibit 10.62 to our Form 8-K filed July 21, 2023 (File No.: 000-21719).

​
​

10.63†
Steel Dynamics, Inc. 2023 Equity Incentive Plan, approved by stockholders on May 11, 2023, incorporated herein by reference from our Definitive Proxy Statement on Schedule 14A filed March 30, 2023 (File No.: 000-21719).

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10.64†
Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan, approved by stockholders on May 9, 2024, incorporated herein by reference from our Definitive Proxy Statement on Schedule 14A filed March 28, 2024 (File No.: 000-21719).

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Table of Contents

Other

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19.1
Policy Regarding Insider Trading and Certain Prohibited Transactions, incorporated herein by reference from Exhibit 19.1 to our Form 10-K filed February 28, 2025 (File No.: 000-21719).

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21.1*
List of our Subsidiaries.

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23.1*
Consent of Ernst & Young LLP.

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24.1
Powers of attorney (see signature pages on pages 90 and 91 of this Report).

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97.1
Policy on Recoupment of Executive Officer Incentive-Based Compensation In the Event of Restatements, incorporated herein by reference from Exhibit 97.1 to our Form 10-K filed February 29, 2024 (File No.: 000-21719).

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Executive Officer Certifications

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31.1*
Certification of Chief Executive Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2*
Certification of Chief Financial Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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32.1*
Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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32.2*
Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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XBRL Documents

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101.INS*
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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101.SCH*
Inline XBRL Taxonomy Extension Schema Document

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101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document

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101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document

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101.PRE*
Inline XBRL Taxonomy Presentation Linkbase Document

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104*
Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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*     Filed concurrently herewith
†     Indicates a management contract or compensatory plan or arrangement.
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89

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, Steel Dynamics, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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February 27, 2026
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STEEL DYNAMICS, INC.

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By:
/s/ MARK D. MILLETT

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Mark D. Millett

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Chief Executive Officer

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(Principal Executive Officer)

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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Mark D. Millett and Theresa E. Wagler, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities to sign any and all amendments, and supplements to this 2025 Annual Report on Form 10-K, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and performs each and every act and thing requisite and necessary to be done, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this 2025 Annual Report on Form 10-K has been signed below by the following persons on behalf of Steel Dynamics, Inc. and in the capacities and on the dates indicated.
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Signatures
Title
Date

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/s/ MARK D. MILLETT
Chairman and Chief Executive Officer
February 27, 2026

Mark D. Millett
(Principal Executive Officer)
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/s/ THERESA E. WAGLER
Executive Vice President and Chief Financial Officer
February 27, 2026

Theresa E. Wagler
(Principal Financial Officer and
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Principal Accounting Officer)
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/s/ SHEREE L. BARGABOS
Director
February 27, 2026

Sheree L. Bargabos
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/s/ KENNETH W. CORNEW
Director
February 27, 2026

Kenneth W. Cornew
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/s/ TRACI M. DOLAN
Director
February 27, 2026

Traci M. Dolan
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/s/ JENNIFER L HAMANN
Director
February 27, 2026

Jennifer L. Hamann
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/s/ BRADLEY S. SEAMAN
Director
February 27, 2026

Bradley S. Seaman
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/s/ GABRIEL L. SHAHEEN
Director
February 27, 2026

Gabriel L. Shaheen
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90

Table of Contents

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/s/ LUIS M. SIERRA
Director
February 27, 2026

Luis M. Sierra
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/s/ RICHARD P. TEETS, JR.
Director
February 27, 2026

Richard P. Teets, Jr.
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91