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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)
November 18, 2025
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 1.01. Entry into a Material Definitive Agreement.
On November 21, 2025, Steel Dynamics, Inc.
(the “Company”) completed the offering and sale (the “Offering”) of $650 million aggregate
principal amount of the Company’s 4.000% Notes due 2028 (the “2028 Notes”) and $150 million aggregate
principal amount of the Company’s 5.250% Notes due 2035 (the “Additional 2035 Notes” and, together with
the 2028 Notes, the “Notes”). The Notes were offered pursuant to the prospectus supplement, dated November 18,
2025 (the “Prospectus Supplement”), to the prospectus, dated December 7, 2022 (together with the Prospectus
Supplement, the “Prospectus”), which forms part of the Company’s effective Registration Statement on Form S-3
(Registration No. 333-268703) filed with the Securities and Exchange Commission (the “SEC”) on December 7,
2022, pursuant to which the Notes were registered under the Securities Act of 1933, as amended.
The sale of the Notes was made pursuant to the terms of an Underwriting
Agreement, dated November 18, 2025 (the “Underwriting Agreement”), between the Company and J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of
the several underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”). The Underwriting
Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other
terms and conditions customary in agreements of this type.
The Company sold the Notes to the Underwriters
on November 21, 2025, and the Company received net proceeds, after expenses and the underwriting discount, of approximately $792
million. The Company plans to use the net proceeds from the sale of the Notes for (i) the redemption
of the Company’s $400 million aggregate principal amount 5.000% Notes due 2026 (the “2026 Notes”) and
(ii) other general corporate purposes, which may include, but are not limited to, working capital, capital expenditures, advances
for or investments in the Company’s subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and
purchases of the Company’s common stock.
The terms of the Additional
2035 Notes are governed by an Indenture, dated as of December 7, 2022 (the “Base Indenture”), between the
Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a
Second Supplemental Indenture, dated as of March 12, 2025 (the “Second Supplemental Indenture”), between
the Company and the Trustee, as trustee. The Additional 2035 Notes were issued as additional notes under the Second Supplemental Indenture,
pursuant to which the Company previously issued $600,000,000 aggregate principal amount of 5.250% Notes due 2035 (the “Existing
2035 Notes”). The Additional 2035 Notes will have the same CUSIP number as the Existing 2035 Notes and will trade interchangeably
with the Existing 2035 Notes immediately upon settlement. The Additional 2035 Notes and the Existing 2035 Notes will constitute a single
series under the Indenture for all purposes, including, without limitation, voting purposes. The terms of the 2028 Notes are governed
by the Base Indenture, between the Company and the Trustee, as trustee, as supplemented by a Third Supplemental Indenture, dated as of
November 21, 2025 (the “Third Supplemental Indenture” and together with the Second Supplemental Indenture
and the Base Indenture, the “Indenture”), between the Company and the Trustee, as trustee. The 2028 Notes will
constitute a new issue of securities for which there is currently no established trading market. The Company does not intend to apply
for a listing of either series of the Notes on any national securities exchange.
The Notes (i) will
be the Company's senior unsecured obligations, (ii) will rank equally in right of payment with all of the Company's existing and
future senior indebtedness, (iii) will be senior in right of payment to all of the Company's future subordinated indebtedness, (iv) will
be effectively subordinated to the Company's secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness
and (v) will be structurally subordinated to all liabilities of any of the Company's subsidiaries.
Interest on the 2028 Notes will accrue at a rate of 4.000% per
annum and is payable semi-annually, in arrears, on June 15 and December 15 of each year, commencing June 15, 2026. Interest
on the Additional 2035 Notes will accrue at a rate of 5.250% per annum and is payable semi-annually, in arrears, on May 15 and
November 15 of each year, commencing May 15, 2026. Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months. The 2028 Notes will mature on December 15, 2028, unless earlier redeemed. The Additional 2035 Notes will mature on
May 15, 2035, unless earlier redeemed.
Prior to November 15, 2028 (one month prior to the maturity date)
in the case of the 2028 Notes and prior to February 15, 2035 (three months prior to their maturity date) in the case of the Additional
2035 Notes, the Company may redeem the Notes of either or both series at its option, in whole or in part, at any time and from time to
time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in the Indenture) plus 10 basis points in the case of the 2028 Notes and 20 basis points
in the case of the Additional 2035 Notes, less (b) interest accrued to the date of redemption, and (2) 100% of the principal
amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
“Par Call Date” means (i) with respect to the 2028 Notes, November 15, 2028 (one month prior to their
maturity date) and (ii) with respect to the Additional 2035 Notes, February 15, 2035 (three months prior to their maturity date).
On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time ,at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the
redemption date.
Upon the occurrence of
a Change of Control Triggering Event (as defined in the Indenture) with respect to a series of the Notes, unless the Company has exercised
its right to redeem such Notes in full by giving irrevocable notice to the Trustee in accordance with the Indenture, each holder of such
series of Notes will have the right to require the Company to purchase all or a portion of such holder’s Notes at a purchase price
equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
The Indenture contains covenants that, among other
things, limit the Company’s ability to incur liens securing indebtedness, to engage in certain sale and leaseback transactions with
respect to certain properties and to sell all or substantially all of the Company’s assets or merge or consolidate with or into
other companies.
The Underwriters and their respective affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory,
investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters
and their respective affiliates have engaged in, and may in the future engage in, commercial and investment banking and other commercial
dealings in the ordinary course of business with the Company or its affiliates. In particular, the affiliates of some of the Underwriters
are participants in the Company’s unsecured revolving credit facility of $1.2 billion that matures on July 19, 2028. They have
received, or may in the future receive, customary fees and commissions or other payments for these transactions. As a result of the planned
use of proceeds of this Offering, Underwriters or affiliates of the Underwriters who hold any of the Company’s 2026 Notes may receive
a portion of the net proceeds of this Offering. Further, U.S. Bancorp Investments, Inc., one of the Underwriters, is an affiliate
of the Trustee.
The foregoing description is qualified in its entirety by reference
to the full text of the Underwriting Agreement, the Base Indenture, the Second Supplemental Indenture (which includes the form of the
Additional 2035 Notes) and the Third Supplemental Indenture (which includes the form of the 2028 Notes), copies of which are filed or
incorporated by reference as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference in its entirety.
Item 8.01. Other Events.
On November 21, 2025, the Company issued
a press release titled “Steel Dynamics Announces Completion of Notes Offering and Redemption Call for its 5.000% Notes Due 2026.”
A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with
this report:
| | Exhibit Number | Description |
| | | |
| 1.1 | Underwriting Agreement, dated November 18, 2025, between Steel Dynamics, Inc. and J.P. Morgan Securities LLC, Morgan Stanley &
Co. LLC, BofA Securities, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (filed
herewith). |
| 4.1 | Indenture, dated as of December 7, 2022, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association,
as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (Registration No. 333-268703)
of Steel Dynamics, Inc., dated December 7, 2022). |
| 4.2 | Second Supplemental Indenture, dated as of March 12, 2025, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National
Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K of Steel Dynamics, Inc.,
filed March 12, 2025). |
| 4.3 | Third Supplemental Indenture, dated as of November 21, 2025, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National
Association, as Trustee (filed herewith). |
| 4.4 | Form of 4.000% Notes due 2028 (included in Exhibit 4.3). |
| 4.5 | Form of 5.250% Notes due 2035 (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K of
Steel Dynamics, Inc., filed March 12, 2025). |
| 5.1 | Opinion of Barrett McNagny LLP (filed herewith). |
| 23.1 | Consent of Barrett McNagny LLP (included in Exhibit 5.1). |
| 99.1 | A press release dated November 21, 2025, titled “Steel Dynamics Announces Completion of Notes Offering and Redemption Call
for its 5.000% Notes Due 2026” (filed herewith). |
| 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: November 21, 2025 |
By: |
Theresa E. Wagler |
| |
Title: |
Executive Vice President and Chief Financial Officer |
