Steel Dynamics Enters Material Definitive Agreement

TL;DR

SDI just signed a big deal, likely a new loan or financing. Keep an eye on their debt.

AI Summary

On November 18, 2025, Steel Dynamics, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Indiana with its principal executive offices in Fort Wayne, filed this 8-K report on November 21, 2025.

Why It Matters

This filing indicates a significant financial commitment or obligation for Steel Dynamics, Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and direct financial obligations can introduce financial risks related to debt covenants, interest rate fluctuations, and repayment obligations.

Key Players & Entities

• STEEL DYNAMICS, INC. (company) — Registrant
• November 18, 2025 (date) — Date of earliest event reported
• November 21, 2025 (date) — Filing date
• Indiana (jurisdiction) — State of incorporation
• Fort Wayne, Indiana (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0025 — which registered Common Stock voting, $0.0025 par value STLD NASDAQ Global Select M
• $650 million — offering and sale (the " Offering ") of $650 million aggregate principal amount of the Compa
• $150 million — Notes due 2028 (the " 2028 Notes ") and $150 million aggregate principal amount of the Compa
• $792 million — underwriting discount, of approximately $792 million . The Company plans to use the net proc
• $400 million — for (i) the redemption of the Company's $400 million aggregate principal amount 5.000% Notes
• $600,000,000 — to which the Company previously issued $600,000,000 aggregate principal amount of 5.250% No
• $1.2 billion — unsecured revolving credit facility of $1.2 billion that matures on July 19, 2028. They hav

Filing Documents

• tm2531907d1_8k.htm (8-K) — 44KB
• tm2531907d1_ex1-1.htm (EX-1.1) — 280KB
• tm2531907d1_ex4-3.htm (EX-4.3) — 124KB
• tm2531907d1_ex5-1.htm (EX-5.1) — 15KB
• tm2531907d1_ex99-1.htm (EX-99.1) — 13KB
• tm2531907d1_ex99-1img01.jpg (GRAPHIC) — 30KB
• 0001104659-25-114956.txt ( ) — 781KB
• stld-20251118.xsd (EX-101.SCH) — 3KB
• stld-20251118_lab.xml (EX-101.LAB) — 33KB
• stld-20251118_pre.xml (EX-101.PRE) — 22KB
• tm2531907d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

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 ar

03. Creation of a Direct Financial Obligation or an Obligation

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.

01. Other Events

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.

01. Financial Statements and Exhibits

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 re

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