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Steel Dynamics (NASDAQ: STLD) details equity grants for 2027 CEO transition

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

STEEL DYNAMICS, INC. (STLD) filed an amended report describing additional details of leadership transition compensation linked to the planned retirement of Chief Executive Officer Mark D. Millett effective January 1, 2027. The Compensation Committee met on August 12, 2026 and approved one-time transition equity awards for two senior executives.

Barry Schneider and Christopher Graham will each receive $2,000,000 in restricted stock units, to be granted on December 15, 2026. For each executive, half of these restricted stock units will vest on December 15, 2028 and the remaining half on December 15, 2029, in each case conditioned on continued employment with Steel Dynamics on the applicable vesting date.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Transition award per executive $2,000,000 One-time restricted stock unit award each to Barry Schneider and Christopher Graham
Grant date of RSUs December 15, 2026 Scheduled grant date for one-time transition restricted stock units
First vesting date December 15, 2028 Half of each executive’s transition RSUs vest on this date, subject to employment
Second vesting date December 15, 2029 Remaining half of each executive’s transition RSUs vest on this date, subject to employment
CEO retirement effective date January 1, 2027 Planned effective date of Mark D. Millett’s retirement as Chief Executive Officer
Committee approval date August 12, 2026 Date the Compensation Committee approved the one-time transition awards
Par value of common stock $0.0025 Par value per share of Steel Dynamics’ common stock
restricted stock units financial
"will each be granted restricted stock units on December 15, 2026 in the amount"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Compensation Committee financial
"the Compensation Committee of the Board of Directors of the Company approved"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
par value financial
"Common Stock voting, $0.0025 par value"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

What leadership transition is described in Steel Dynamics (STLD)'s August 2026 8-K/A?

The filing describes the planned retirement of CEO Mark D. Millett effective January 1, 2027 and related leadership transitions, including one-time compensation awards for key executives Barry Schneider and Christopher Graham.

What one-time transition awards did STLD approve for Barry Schneider and Christopher Graham?

Steel Dynamics approved one-time transition awards of $2,000,000 in restricted stock units for each of Barry Schneider and Christopher Graham, to support leadership continuity as part of the CEO transition plan.

When will the transition RSUs for STLD executives be granted and when do they vest?

The restricted stock units will be granted on December 15, 2026. For each executive, half vests on December 15, 2028 and the remaining half on December 15, 2029, subject to continued employment with Steel Dynamics.

What conditions apply to the vesting of the STLD executives’ transition RSUs?

Vesting is conditioned on each executive being currently employed by Steel Dynamics on the relevant vesting date. If employment ends before December 15, 2028 or 2029, the unvested restricted stock units may be forfeited according to plan terms.

Who approved the transition awards disclosed by Steel Dynamics (STLD) in the 8-K/A?

The Compensation Committee of Steel Dynamics’ Board of Directors approved the one-time transition awards at a meeting held on August 12, 2026, as part of the company’s broader CEO succession and leadership transition planning.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K/A

Amendment No.1

 

CURRENT REPORT

 

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

 

Date of Report (date of earliest event reported) 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. ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 amends the Current Report on Form 8-K of Steel Dynamics, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on August 4, 2026, regarding, among other things, Mark D. Millett’s planned retirement as Chief Executive Officer effective January 1, 2027, and related leadership transitions.

 

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

 

At a meeting held on August 12, 2026, the Compensation Committee of the Board of Directors of the Company approved one-time transition awards. Barry Schneider and Christopher Graham will each be granted restricted stock units on December 15, 2026 in the amount of $2,000,000, with half of such restricted stock units vesting on December 15, 2028 and the remaining half vesting on December 15, 2029, in each case subject to such person being currently employed by the Company.

 

 

 

 

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 18, 2026 By: Theresa E. Wagler
  Title: Executive Vice President and
    Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

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