8-K – 2026-08-04 – tm2622182d1_8k.htm

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UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, DC
20549

 

 

 

FORM  8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported)
August 3, 2026

 

STEEL
DYNAMICS, INC.

(Exact name of registrant as specified in its
charter)

 

Indiana
 
0-21719
 
35-1929476

(State
or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS
Employer

Identification No.)

 

7575
West Jefferson Blvd , Fort Wayne ,
Indiana 46804

(Address of principal executive offices) (Zip
Code)

 

Registrant’s telephone number, including
area code: 260 - 969-3500

 

Not Applicable

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

 

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

 

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

 

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

   

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

 

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

 

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

 

Title of each class
Trading Symbol
Name of each exchange on which registered

Common
Stock voting, $0.0025 par value
STLD
NASDAQ
Global Select Market

 

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

 

Emerging
growth company ¨

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

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

 

On August 3, 2026, Mark D. Millett, Steel
Dynamics, Inc.’s (the “Company”) Chairman and Chief Executive Officer gave notice to the Company’s Board of Directors
(the “Board”) of his intention to retire as Chief Executive Officer of the Company effective January 1, 2027. The Board has
appointed Mr. Millett as the Company’s Executive Chairman concurrently with his retirement as Chief Executive Officer.

 

The Board made the following additional appointments
effective January 1, 2027: (i) Theresa E. Wagler, the Company’s Executive Vice President and Chief Financial Officer, will become
the Company’s President and Chief Executive Officer and (ii) Richard A. Poinsatte, the Company’s Executive Vice President
and Treasurer, will become the Company’s Executive Vice President and Chief Financial Officer. Effective immediately, the Board
appointed Ms. Wagler as a member of the Board and increased the size of the Board from seven to eight members.

 

The Board made the following appointments
effective September 1, 2026: (i) Barry Schneider, the Company’s President and Chief Operating Officer, will become the Company’s
Executive Vice President and Chief Technology Officer, (ii) Miguel Alvarez, the Company’s Senior Vice President Aluminum Group,
will become the Company’s Executive Vice President and Chief Operating Officer Aluminum Flat Rolled Products and Metals Recycling
Operations, (iii) James Anderson, the Company’s Senior Vice President Long Products Steel Group, will become the Company’s
Executive Vice President and Chief Operating Officer Construction Products Operations, and (iv) Christopher Graham, the Company’s
Senior Vice President Flot Roll Steel Group, will become the Company’s Executive Vice President and Chief Operating Officer Flat
Rolled Steel Operations.

 

The information required by Items 401(b),
401(d), 401(e) and 404(a) of Regulation S-K for the foregoing individuals is included on pages 6 and 7 of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 27, 2026, and on page
28 of the Company’s Definitive Proxy Statement related to the Company’s 2026 Annual Meeting of Stockholders, filed with the
Securities and Exchange Commission on March 27, 2026, and such portions of such reports are incorporated herein by reference.

 

Any material changes to Mr. Millett’s,
Ms. Wagler’s, or Mr. Poinsatte’s compensation will be determined by the Compensation Committee of the Board, and the Company
will amend this Current Report on Form 8-K as required.

 

Item 7.01. Regulation FD Disclosure.

 

On August 4, 2026, the Company issued
a press release titled “Theresa E. Wagler to become Steel Dynamics’ President and Chief Executive Officer; Mark D. Millett
to become Steel Dynamics’ Executive Chairman.”  A copy of that press release is attached hereto as Exhibit 99.1.

 

The information contained in Exhibit 99.1
is furnished under this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except
as may be expressly set forth by specific reference in any such filing.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is furnished
with this report:

 

 
Exhibit Number
Description

 

99.1 A press release dated August 4, 2026, titled “Theresa E. Wagler to become Steel Dynamics’ President and Chief Executive
Officer; Mark D. Millett to become Steel Dynamics’ Executive Chairman.”

 

104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the undersigned hereto duly authorized.

 

 
 
STEEL DYNAMICS, INC.

 

 
 
/s/ Theresa E. Wagler

Date: August 4, 2026
By:
Theresa E. Wagler

 
Title:
Executive Vice President and Chief
Financial Officer