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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 9, 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)
Registrants 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 8.01. Other Events
On November 9, 2026, Steel Dynamics, Inc. issued a press
release titled “Steel Dynamics Announces Additional $3.0 Billion Share Repurchase Authorization and Fourth Quarter 2026 Cash Dividend.” 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 exhibit is filed with
this report:
| |
Exhibit Number |
|
Description |
| |
|
|
|
| |
99.1 |
|
A press release dated November 9, 2026, titled “Steel Dynamics Announces Additional $3.0 Billion Share Repurchase Authorization and Fourth Quarter 2026 Cash Dividend.” |
| |
|
|
|
| |
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 10, 2026 |
By: |
Theresa E. Wagler |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Press Release
November 9, 2026 |
|
| |
7575
W. Jefferson Blvd.
Fort Wayne, IN 46804 |
Steel Dynamics Announces Additional $3.0 Billion
Share Repurchase Authorization and
Fourth Quarter 2026 Cash Dividend
FORT WAYNE, INDIANA, November 9, 2026 / PRNewswire / Steel
Dynamics, Inc. (NASDAQ/GS: STLD) today announced that the company’s board of directors authorized an additional share repurchase
program of $3.0 billion of the company’s common stock. The authorization is effective immediately and is additive to the previous
$1.5 billion program, which had $216 million remaining authorized and available for repurchase on September 30, 2026. Since 2017,
the company has repurchased $8.2 billion of its common stock, representing 45 percent of its outstanding shares, and has paid cash dividends
of $2.2 billion through September 30, 2026.
“These
actions reflect the Board’s and senior leadership’s continued confidence in our ability to consistently provide meaningful,
industry-leading free cash flow generation throughout all market environments, in order to both continue our strong growth strategy and
provide significant shareholder returns,” stated Mark D. Millett, Chairman and Chief Executive Officer. “We are committed
to delivering shareholder value creation through profitable growth and proven capital allocation strategies. Our capital allocation strategy
is consistent and focused on disciplined, high-return investments through organic growth and strategic acquisitions within our core competencies,
strengthening our competitive position and deepening customer relationships. Supported by our strong value-added, low-cost operating model,
disciplined capital structure, and robust liquidity profile, we are well positioned to grow while continuing to return value to our shareholders
and maintain our investment grade credit ratings.”
Under the company’s share repurchase program, purchases take
place as and when determined by the company in open-market or private transactions, including transactions that may be affected pursuant
to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Pursuant to this program, purchases of shares of the company’s
common stock are made based upon the market price of the company’s common stock, the nature of other investment and growth opportunities,
expected free cash flow, and general economic conditions. The share repurchase program does 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 without prior notice.
Dividends
The company’s board of directors also declared a quarterly cash
dividend of $0.53 per common share. The dividend is payable to shareholders of record at the close of business on December 31, 2026,
and is payable on or about January 8, 2027.
About Steel Dynamics, Inc.
Steel Dynamics is a leading industrial metals solutions company, with
facilities located throughout the United States, and in Mexico. The company operates using a circular manufacturing model, producing lower-carbon-emission,
quality products with recycled scrap as the primary input. Steel Dynamics is one of the largest domestic steel producers and metal recyclers
in North America, combined with a meaningful downstream steel fabrication platform. The company has also recently added aluminum operations,
further diversifying its product offerings to supply aluminum flat rolled products with higher recycled content to the countercyclical
sustainable beverage can industry, in addition to the automotive and industrial sectors. Steel Dynamics is committed to operating with
the highest integrity and to being the safest, most efficient producer of high-quality, broadly diversified, value-added metal products.
Forward-Looking Statements
This press release contains some predictive statements about future
events, including statements related to conditions in domestic or global economies, conditions in steel, aluminum, and recycled metals
marketplaces, Steel Dynamics' revenues, costs of purchased materials, future profitability and earnings, and the operation of new, existing
or planned facilities. These statements, which we generally precede or accompany by such typical conditional words as “anticipate”,
“intend”, “believe”, “estimate”, “plan”, “seek”, “project”, or
“expect”, or by the words “may”, “will”, or “should”, are intended to be made as “forward-looking”,
subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These
statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning
our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we
undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently
than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel,
together with increased scrap prices; (3) the cyclical nature of the metals industries and the industries we serve; (4) volatility
and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass
higher costs on to our customers; (5) cost and availability of electricity, natural gas, oil, and other energy resources are subject
to volatile market conditions; (6) increased environmental, greenhouse gas emissions and sustainability considerations from our customers
and investors or related regulations; (7) compliance with and changes in environmental and remediation requirements; (8) significant
price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (9) availability
of an adequate source of supply of scrap for our metals recycling operations; (10) cybersecurity threats and risks to the security
of our sensitive data and information technology; (11) the implementation of our growth strategy; (12) our ability to retain, develop
and attract key personnel; (13) litigation and legal compliance; (14) unexpected equipment downtime or shutdowns; (15) difficulties in
the launch or production ramp-up of new products; (16) our aluminum operations depend on a core group of significant customers; (17) governmental
agencies may refuse to grant or renew some of our licenses and permits; (18) our existing debt agreements contain, and any future financing
agreements may contain, restrictive covenants that may limit our flexibility; and (19) the impacts of impairment charges.
More specifically, we refer you to our more detailed explanation of
these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual
Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors, in our Quarterly Reports
on Form 10-Q, or in other reports which we file with the Securities and Exchange Commission. These reports are available publicly
on the Securities and Exchange Commission website, www.sec.gov, and on our website, www.steeldynamics.com under “Investors –
SEC Filings.”
Contact: Investor Relations — +1.260.969.3500