Steel Dynamics CFO disposes shares for tax withholding

Steel Dynamics Executive Vice President & CFO Theresa E. Wagler reported tax-related share dispositions under an automatic mechanism rather than open-market sales.

Rhea-AI Filing Summary

Steel Dynamics Executive Vice President & CFO Theresa E. Wagler reported tax-related share dispositions under an automatic mechanism rather than open-market sales. On February 23 and 24, she disposed of a total of 4,901 shares of common stock to the issuer to cover taxes due upon vesting of previously granted restricted stock units, as permitted by Rule 16b-3. Following these transactions, she continues to hold 483,386 common shares directly.

Insider Trade Summary

Exercise Price or Tax Liability: 4,901 shares

Exercise Price or Tax Liability 3 txns

Insider Wagler Theresa E

Role Executive Vice President & CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,189	$196.01	$429K
Exercise Price or Tax Liability	Common Stock	1,355	$193.39	$262K
Exercise Price or Tax Liability	Common Stock	1,357	$193.39	$262K

Holdings After Transaction: Common Stock — 483,386 shares (Direct)

Footnotes (1)

1. F1. Represents disposition to issuer to cover taxes payable upon vesting of previously issued and reported restricted stock units, exempt pursuant to Rule 16b-3.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did STLD Executive VP & CFO Theresa Wagler report?

Theresa Wagler reported tax-related share dispositions, not open-market sales. She delivered Steel Dynamics (STLD) shares back to the issuer to cover taxes triggered by the vesting of previously granted restricted stock units, as allowed under Rule 16b-3.

How many Steel Dynamics (STLD) shares were disposed of in this Form 4?

The Form 4 shows a total disposition of 4,901 Steel Dynamics (STLD) common shares. These shares were used to satisfy tax withholding obligations when earlier awarded restricted stock units vested, rather than representing discretionary selling in the open market.

At what prices were the STLD tax-withholding dispositions reported?

The reported tax-withholding dispositions occurred at per-share prices of $196.01 and $193.39 for Steel Dynamics (STLD) common stock. These prices reflect the fair market value used to determine the number of shares surrendered to cover the associated tax liabilities.

Does the Form 4 indicate open-market selling of STLD shares by the CFO?

No, the Form 4 does not reflect open-market selling by the CFO. The transactions, coded “F,” represent shares delivered to Steel Dynamics (STLD) solely to pay taxes on vesting restricted stock units, as described under Rule 16b-3, rather than discretionary sales.

How many Steel Dynamics (STLD) shares does the CFO hold after these transactions?

After these tax-withholding dispositions, Theresa Wagler directly holds 483,386 Steel Dynamics (STLD) common shares. This post-transaction balance reflects her remaining ownership following the surrender of shares to cover tax obligations tied to vesting restricted stock units.

What does transaction code “F” mean in this STLD Form 4 filing?

Transaction code “F” indicates a payment of tax or exercise costs by delivering securities. In this Steel Dynamics (STLD) filing, it shows the CFO used already held common shares to satisfy tax liabilities arising from vested restricted stock units, instead of paying cash.

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

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Accepted by SEC EDGAR 02/25/2026 - 01:09 PM EST Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wagler Theresa E

(Last) (First) (Middle)

7575 W. JEFFERSON BLVD.

(Street)

FORT WAYNE IN 46804

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STEEL DYNAMICS INC [ STLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		F		1,355(1)	D	$193.39	486,932	D
Common Stock	02/23/2026		F		1,357(1)	D	$193.39	485,575	D
Common Stock	02/24/2026		F		2,189(1)	D	$196.01	483,386	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents disposition to issuer to cover taxes payable upon vesting of previously issued and reported restricted stock units, exempt pursuant to Rule 16b-3.

	/s/ Theresa E. Wagler	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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