[8-K] STEEL DYNAMICS INC Reports Material Event
Rhea-AI Filing Summary
Steel Dynamics, Inc. reported that, together with SGH Ltd, it has submitted a revised non-binding indicative offer to acquire 100% of BlueScope Steel Ltd for A$32.35 per share. This all‑cash proposal values BlueScope’s equity at about A$15 billion (US$11 billion) and is described as the bidders’ “best and final” offer absent a superior competing proposal.
If implemented, SGH would subsequently sell BlueScope’s North American operations to Steel Dynamics, while SGH would retain the Australia and Rest of World businesses. The proposal remains subject to satisfactory due diligence, a binding scheme implementation deed, and required shareholder and regulatory approvals, and the parties emphasize there is no certainty the non‑binding offer will result in a completed transaction.
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Insights
Steel Dynamics joins SGH in a large, but still non-binding, bid for BlueScope Steel.
The announcement outlines a revised non-binding indicative offer by SGH and Steel Dynamics to buy all of BlueScope Steel for A$32.35 per share in cash, implying about A$15 billion (US$11 billion) of equity value. The bidders call this their “best and final” proposal in the absence of a superior competing bid.
The structure has SGH acquiring BlueScope and then on‑selling its North American operations to Steel Dynamics, while SGH retains Australia plus Rest of World operations. This could be strategically important for Steel Dynamics by expanding its North American footprint and integrating with its steel, coatings, recycling and building products platforms, but specific financial contributions for Steel Dynamics are not detailed here.
The offer is explicitly non‑binding and remains subject to customary due diligence, negotiation of a binding scheme implementation deed, and regulatory and shareholder approvals. The parties also state that discussions are incomplete and that there is no certainty the proposal will become a binding transaction, so the eventual impact on Steel Dynamics will depend on whether these conditions are satisfied and a definitive agreement is reached.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 7.01. Regulation FD Disclosure.
On February 17, 2026, Steel Dynamics, Inc., jointly with SGH Ltd, issued a press release titled “SGH and Steel Dynamics confirm best and final A$32.35 share proposal to acquire BlueScope Steel Ltd.” 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 issued February 17, 2026, titled “SGH and Steel Dynamics confirm best and final A$32.35 share proposal to acquire BlueScope Steel Ltd.” | |
| 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: February 17, 2026 | By: | Theresa E. Wagler |
| Title: | Executive Vice President and Chief Financial Officer | |
Exhibit 99.1
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SGH and Steel Dynamics confirm best and final
A$32.35 share proposal1 to acquire
BlueScope Steel Ltd
FORT WAYNE, INDIANA, February 17, 2026 / PRNewswire / SGH Ltd (SGH) (ASX:SGH) and Steel Dynamics, Inc. (SDI) (NASDAQ/GS:STLD) confirm that together they have submitted a revised Non-Binding Indicative Offer (NBIO) to acquire 100% of BlueScope Steel Ltd (BSL) (ASX:BSL). The revised offer of A$32.35 per share (equivalent to A$34.00 per share prior to deductions of A$1.65, consisting of BSL’s $1.00 per share unfranked special dividend and A$0.65 unfranked interim dividend)1 represents a compelling value proposition and highly attractive premium for BSL shareholders. The increased purchase price represents SGH and SDI’s best and final offer in the absence of a superior competing proposal for all or a material part of BSL.
The consideration represents a total equity value for BSL of A$15 billion (US$11 billion) to be comprised entirely of cash.
The revised offer implies significant premiums to undisturbed trading metrics:
| · | a 47% premium to BSL’s adjusted closing share price at our initial proposal2; |
| · | a 14% increase to the adjusted initial proposal price of A$28.353; |
| · | a 56% premium to BSL’s 52-week volume-weighted average share price4; and |
| · | a 32% premium to BSL’s 15-year high share price5. |
As previously disclosed, if the proposal is implemented and following the transaction close, SGH would on-sell BSL’s North American operations to SDI, and SGH would retain the remaining BSL “Australia + Rest of World” operations.
The proposed acquisition is closely aligned with SGH’s stated capital allocation criteria, with an opportunity to support performance improvement through the disciplined application of the SGH operating model. SGH is uniquely positioned to be the steward of BSL’s Australia + Rest of World businesses as a leading Australian industrial platform with diversified operations across a range of businesses and a strong capital foundation.
The revised proposal continues to present a highly strategic opportunity for SDI shareholders and would uniquely complement SDI’s steel production, coating, metals recycling, and building products platforms. The proposed transaction is also closely aligned with SDI’s capital allocation and credit profile framework.
SGH and SDI look forward to productive engagement with BSL to progress our customary due diligence requirements, transaction documentation and to a successful completion of the acquisition.
| 1 | Based on a pre-adjusted offer price of A$34.00 per share, reduced by A$1.65 / share for the BSL A$1.00 unfranked special dividend declared 14 January 2026 (ex-dividend date 20 January 2026) and A$0.65 unfranked interim dividend declared 16 February 2026 (ex-dividend date 20 February 2026). |
| 2 | Based on BSL’s closing share price of A$23.66 per share on 11 December 2025, less A$1.65 per share as described in Footnote 1. |
| 3 | Adjusted for dividends as described in Footnote 1. |
| 4 | Based on BSL’s 52-week VWAP of A$22.44 per share up to and including 11 December 2025, less A$1.65 per share as described in Footnote 1. |
| 5 | Based on BSL’s 15-year high of A$26.15 per share up to and including 11 December 2025, less A$1.65 per share as described in Footnote 1. |
SGH Ltd | ABN 46 142 003 469
Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300
Telephone +61 2 8777 7574
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SGH and SDI’s NBIO is subject to customary regulatory approvals, and they do not believe there are any material obstacles in obtaining the relevant approvals. The proposal is subject to customary conditions, including completion of satisfactory due diligence, agreement of a binding scheme implementation deed, and receipt of relevant shareholder and regulatory approvals.
SGH will provide further updates to the market
as material developments occur in accordance with
ASX disclosure obligations. SGH is unaware of any other matters requiring disclosure according to the ASX listing rules and confirms
adherence to ASX Listing Rule 3.1. This announcement has been authorised by the SGH Board for release to the ASX and NASDAQ by SDI.
Forward-looking statements
This press release contains some predictive statements about future events. 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.
Discussions with BSL in relation to the NBIO remain incomplete and ongoing. SGH and SDI have made no final decision to make a binding proposal, and notes there is no certainty that the NBIO will result in a transaction.
| For investor information, please contact: | For media enquiries, please contact: |
| Daniel Levy - Head of IR and Communications | Robert Skeffington - FTI Consulting | +61 427 023 810 |
| +61 2 8777 7106 | investorrelations@sghl.com.au | Robert.skeffington@fticonsulting.com; or |
| David A. Lipschitz - Investor Relations Director | Shane Murphy - FTI Consulting | +61 420 945 291 |
| +1 (260) 469-4394 | investor@steeldynamics.com | Shane.murphy@fticonsulting.com |
SGH Ltd | ABN 46 142 003 469
Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300
Telephone +61 2 8777 7574
FAQ
What did Steel Dynamics (STLD) announce regarding BlueScope Steel?
What is the value of the BlueScope Steel bid involving Steel Dynamics (STLD)?
How would Steel Dynamics (STLD) participate in the BlueScope Steel acquisition structure?
Is the Steel Dynamics (STLD) and SGH offer for BlueScope Steel binding?
What conditions must be satisfied for the Steel Dynamics (STLD) and SGH BlueScope bid?
Why do SGH and Steel Dynamics (STLD) view the BlueScope proposal as strategic?
Filing Exhibits & Attachments
4 documents