Steel Dynamics (STLD) 10-K risk factor changes: FY2021 vs FY2020

Global or domestic actions or conditions, including political actions, trade policies or restrictions, such as the United States-Mexico-Canada Agreement (USMCA), [added: proposed or actual] changes in tax laws, [added: such as those recently introduced,] terrorism, [added: acts of war or hostility,] natural disasters, or pandemics, epidemics, widespread illness or other health issues, such as COVID-19, could result in changing economic conditions in the United States and globally, disruptions to or slowdowns in our [removed: business] [added: business, our supply chain,] or our global or domestic industry, or those of our customers or suppliers upon whom we are dependent.

Our business is also dependent upon certain industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) markets, and these industries are also cyclical in [removed: nature.][added: nature and have recently experienced supply chain disruptions, such as the electronic chip shortage within the automotive industry.]

Therefore, these industries may experience their own fluctuations in demand for our products based on such things as economic conditions, [added: supply chain disruptions,] raw material and energy costs, consumer [removed: demand] [added: demand, the rate of inflation] and infrastructure funding decisions by governments.

Global steelmaking overcapacity and imports of steel into the United States [removed: have adversely affected, and] may [removed: continue to] adversely [removed: affect,] [added: affect] United States steel prices, which, together with increased scrap prices, may adversely affect our business, results of operations, financial condition and cash flows.

Excessive imports of steel and steel products, including pre-fabricated steel, into the United States, [removed: have exerted, and] may [removed: continue to exert,] [added: exert] downward pressure on United States steel and steel products prices, which adversely affects our business, results of operations, financial condition and cash flows.

Fluctuations in the value of the dollar can also affect imports, as [added: a] strong United States dollar makes imported products less expensive, potentially resulting in more imports of steel products into the United States by our foreign competitors.

Furthermore, [added: recent additions of domestic steel capacity as well as] anticipated additional domestic steel capacity could increase this global overcapacity.

[removed: The COVID-19 pandemic has and] [added: Pandemics, epidemics, widespread illness or other health issues, such as a resurgence of COVID-19,] may [removed: continue to] adversely affect our business, results of operations, financial condition, cash flows, liquidity and stock price.

These actions have included quarantines, “shelter in place,” “stay at home” and “social distancing” orders, business shutdowns and restrictions, travel [removed: restrictions] [added: restrictions,] and other mitigation efforts, which, among other things, have impacted and may further impact demand for our products, [removed: as well as] our supply [removed: chain.][added: chain, and our employees.]

These measures, along with further [added: mandatory requirements or] voluntary measures by businesses and individuals, have impacted and may further impact our working conditions, productivity and operations, as well as those of our customers and suppliers.

These mitigation measures have also adversely affected and may continue to adversely affect the United States and global [removed: economies, resulting in increased unemployment in the United States and the communities in which we operate.][added: economies.]

Additionally, while [removed: we] [added: our operations] have not [removed: currently curtailed our operations, a prolonged COVID-19 pandemic, resurgence or further spread of the] [added: been curtailed,] virus [added: variants that are more contagious or more severe] could [removed: further materially] reduce demand for our products and thus, reduce the productivity of our operations and adversely affect our business, results of operations, financial condition and cash flows.

[removed: Certain] [added: We or certain] of our customers and [removed: suppliers,] [added: suppliers may also experience supply chain disruptions,] such as those in the [removed: automotive, energy and related industries, have experienced and in the future] [added: automotive industry, which] may [removed: experience temporary shutdowns or significant demand reductions,] adversely [removed: affecting] [added: affect] our operations.

[removed: Further reduced] [added: Reduced] demand for our products or raw material supply availability due to shutdowns or slowdowns in businesses may further adversely affect our volumes and margins, results of operations, financial condition and cash flows.

There [removed: is considerable] [added: remains] uncertainty regarding the economic and industry impacts, including duration, from the COVID-19 pandemic and the measures introduced to curtail its spread and its impacts.

In the event vaccinations for COVID-19 have unanticipated side-effects, are not widely [removed: administered or] [added: administered,] have more limited than expected [removed: benefits,] [added: benefits or are not as effective against new variants,] the effects of COVID-19 on the economy and our business could worsen.

[added: Although these highly uncertain future impacts cannot be reasonably estimated at this time,] general economic conditions, business closures, slow payments from customers, increased bankruptcies, and labor restrictions may adversely affect our business, results of operations, financial condition, cash flows, liquidity and stock price.

Economic difficulties, stagnant or slow global economies, supply/demand [removed: imbalances] [added: imbalances, supply chain disruptions, periods of heightened inflation,] and currency fluctuations in the United States or globally may decrease the demand for our products or increase the amount of imports of steel into the United States, which may decrease our sales, margins and profitability.

The prices for scrap are subject to market forces largely beyond our control, including demand by United States and foreign steel [removed: producers,] [added: producers of which there has been recent capacity additions and expected further additions,] freight costs and speculation.

The availability and prices of raw [removed: materials,] [added: materials] and [removed: supplies] [added: supplies, particularly those with positive environmental attributes,] may also be negatively affected by new, existing, or changing [removed: laws and] [added: laws,] regulations, [added: sanctions or embargoes,] including those that may impose output limitations or higher costs associated with climate change or GHG allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, global price fluctuations, the availability and cost of transportation, and competing [removed: uses.][added: uses, all of which may be heighted during times of war or hostilities, including those occurring in Eastern Europe as it relates to global pig iron supply.]

Additionally, our inability to pass on all or any substantial part of any cost [removed: increases] [added: increases, whether due to positive environmental attributes, inflation, supply and demand imbalances,] or [added: otherwise, or] to provide for our customers’ needs because of the potential unavailability of raw materials or supplies, may result in production slowdowns or curtailments or may otherwise adversely affect our business, financial condition, results of operations and cash flows.

The prices for and availability of electricity, natural gas, oil and other energy [removed: resources] [added: resources, including renewable or other clean energy sources,] are subject to [added: regulation and] volatile market conditions, often affected by weather conditions as well as political, environmental and economic factors beyond our control.

New laws, regulations and changing interpretations by regulatory authorities, together with uncertainty regarding the application of existing [removed: requirements] [added: requirements,] are among the factors that may increase our future expenditures to comply with environmental requirements.

In addition, the [removed: primary] feed materials for the shredders operated by our metals recycling operations [removed: are] [added: include] automobile bodies.

[added: In connection with these laws, we may be required to clean up] contamination [added: discovered at our sites including contamination] that may have been caused by former owners or operators of the sites, to conduct additional cleanup at sites that have already had some cleanup performed, [added: to address emerging and newly-regulated contaminants such as per- and polyfluoroalkyl substances (PFAS) and 1,4-dioxane,] and/or to perform cleanup with regard to sites formerly used in connection with our operations.

Increased [removed: regulation associated with the environment, climate change,] [added: environmental,] GHG emissions and sustainability [added: considerations or regulations] could [removed: impose] [added: affect demand for our products and add] significant costs on both our steelmaking and metals recycling operations.

[removed: The] [added: Additionally, the] United States government, various other governmental agencies, regulators, investors or other groups may introduce, request or require environmental monitoring, disclosures or regulations in response to the potential impacts of climate change.

Any adopted future regulations could negatively impact our ability, and that of our customers and suppliers, to compete with companies situated in areas not subject to or not complying with such [removed: limitations.][added: limitations, or could affect our environmental disclosures for any allowances, offsets or credits.]

Increased use of alternative materials for any reason, including as a response to [removed: regulations,] [added: regulations or customer demands,] could decrease demand for steel or force other steel producers into new products or markets that compete more directly with us, and combined with increased competition could cause us to lose market share, increase expenditures or reduce pricing, any one of which may adversely affect our business, financial condition, results of operations and cash flows.

Availability of an adequate source of supply [added: of scrap] is required for our metals recycling operations.

In addition, a slowdown of industrial production in the United States reduces the supply of industrial grades of metal to the [removed: metal] [added: metals] recycling industry, resulting in our having less recyclable metal available to process and sell.

We are subject to cybersecurity threats and may face risks to the security of our sensitive data and information [removed: technology,] [added: technology] which may adversely affect our business, results of operations, financial condition and cash flows.

Increased global cybersecurity and information technology security requirements, vulnerabilities and threats and a rise in sophisticated and targeted [removed: cybercrime] [added: cybercrime, all of which may be heightened during times of war or hostilities,] pose a risk to the security and functionality of our systems and information networks, and to the confidentiality, availability and integrity of sensitive data, including intellectual property, proprietary information, financial information, customer and supplier information, and personally identifiable information.

[added: Additionally, such cybersecurity] vulnerabilities or attacks could result in an interruption of the functionality of our automated and electronically controlled manufacturing operating systems, which, if compromised, could cease, threaten, delay or slow down our ability to melt, roll or otherwise process steel or any of our other products for the duration of such interruption.

We maintain an information security risk insurance policy to mitigate the impact of cybersecurity threats and we did not incur any net expenses from information security breach penalties and settlements during [added: 2021,] 2020, [removed: 2019,] or [removed: 2018.][added: 2019.]

[removed: ●the] [added: | | ● | the] risk of entering [removed: product or domestic] [added: product, domestic,] or foreign [removed: geographic markets] [added: markets,] in which we have little experience; [added: |]

[removed: ●the] [added: | | ● | the] risk of a newly constructed [removed: steel mill] [added: facility] being completed over budget or not on time; [added: |]

[removed: ●the] [added: | | ● | the] risk of not being able to adequately obtain sufficient labor to efficiently build or staff a new [removed: steel mill;][added: facility; |]

| | ● | the risk of expected markets, products, customers and demand for products produced by a new [removed: steel mill] [added: facility] being lower than expected; |

[removed: ●the] [added: | | ● | the] diversion of financial resources or management attention to new operations or acquired businesses; [added: |]

​

​

This, in turn, has led to and may further lead to increased domestic demand for ferrous scrap resulting in increased scrap prices.

However, given environmental considerations of investors, customers and regulators, additional EAF mills may be constructed, leading to increased demand in scrap possibly resulting in higher scrap prices.

Investors, customers and regulators have increased their focus on the environment, GHG emissions and sustainability.

We are committed to the environment and sustainability, and recently announced goals in furtherance of that commitment.

We believe that achievement of these goals will comport with expectations of our investors and customers, but certain investors and customers may have differing requirements.

To achieve these goals, our operational costs may increase and we may have additional capital expenditures, some of which we may not be able to pass along to our customers.

Any failure to timely meet these goals may have an adverse effect on our business, results of operations and stock price.

Further, additional EAF steel mill construction could increase the demand for scrap, potentially resulting in higher scrap prices or periods of decreased scrap supply.

Any inability to secure scrap for our EAF steel mills could adversely affect our business, results of operations, financial condition and cash flows.

Similarly, information system vendors and software suppliers may experience a cybersecurity or information technology breach that exposes our systems or sensitive data.

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Further, we may experience start-up or other operational interruptions at our new Southwest-Sinton Flat Roll Division.

This, in turn, may also increase domestic demand for ferrous scrap.

Other pandemics, epidemics, widespread illness or other health issues may also adversely affect us.

However, due to our variable compensation system that rewards productivity, as well as our low fixed cost structure, we have not and do not expect in the future to significantly reduce our workforce due to the COVID-19 pandemic.

We have been identified by the U.S. Department of Homeland Security as a critical infrastructure industry and have been deemed an essential business in all of the states in which we operate.

This has permitted us to continue to advance our commitment to our customers and meet their demand by operating our business consistent with federal guidelines and state and local orders, including social distancing guidelines.

Our teams are our most valued priority, and we have implemented numerous process and procedural initiatives to ensure the health and safety of our people, their families and our communities.

We have adjusted schedules to support social distancing, provided additional and more frequent sanitizing applications, provided additional protective measures, among many other actions.

These health and safety initiatives have not and are not expected to have a material effect on our operations, but further required limitations and restrictions may adversely affect our results of operations.

In the event equipment or supplier personnel from foreign countries are delayed due to COVID-19 related constraints, our ability to complete construction and commissioning of our new Southwest-Sinton Flat Roll Division could be delayed beyond the expected commencement of operations in mid-year 2021.

Although these highly uncertain future impacts cannot be reasonably estimated at this time,

In connection with these laws, we may be required to clean up contamination discovered at our sites including

Additionally, such cybersecurity

Our new Southwest-Sinton Flat Roll Division is under construction in Sinton, Texas, and is planned to commence operations in mid-year 2021, with a total expected capital investment of approximately $1.9 billion.

The project is subject to the above risks, as well

as unfavorable weather conditions, natural disasters, delayed equipment deliveries and installations, or other conditions outside our control which could increase the capital investment or delay the commencement of operations of our new EAF steel mill.

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 [removed: steel imports,] [added: imports of steel,] together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues, such as the COVID-19 pandemic; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, or other [added: energy] resources are subject to volatile market conditions; (7) [added: increased environmental, greenhouse gas emissions and sustainability considerations or regulations; (8)] compliance with and changes in environmental and remediation requirements; [removed: (8) increased regulation associated with the environment, climate change, greenhouse gas emissions and sustainability;] (9) significant price and other forms of competition from other steel producers, scrap processors and alternative materials; (10) availability of an adequate source of supply [added: of scrap] for our metals recycling operations; (11) cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) litigation and legal [removed: compliance,] [added: compliance;] (14) unexpected equipment downtime or shutdowns; (15) governmental agencies may refuse to grant or renew some of our licenses and permits; (16) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (17) the impacts of [removed: impairment.][added: impairment charges.]

Interest expense consists of interest associated with our senior credit facilities and other [removed: debt] [added: debt,] net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.

The non-residential construction market remained strong, [removed: with construction activity largely intact, resulting in record 2020] [added: driving increased] shipments and [removed: operating income for] [added: order backlog, pricing and metal spread in] our steel fabrication operations.

Diluted earnings per share attributable to Steel Dynamics, Inc. was [removed: $2.59] [added: $15.56] for [removed: 2020,] [added: 2021,] compared to [removed: $3.04] [added: $2.59] for [removed: 2019.][added: 2020.]

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ in Part II of our Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] for additional information regarding results of operations for the year ended December 31, [removed: 2019,] [added: 2020,] as compared to the year ended December 31, [removed: 2018,] [added: 2019,] and segment operating results for [removed: 2019] [added: 2020] as compared to [removed: 2018.][added: 2019.]

| ​ | [removed: 2020] [added: 2021] | | ​ | % Change | ​ | [removed: 2019] [added: 2020] | | ​ |

| Steel Operations | $ | [removed: 7,455,637] [added: 14,023,133] | ​ | [removed: (9)%] [added: 88%] | ​ | $ | [removed: 8,234,179] [added: 7,455,637] | ​ |

| Metals Recycling Operations | ​ | [removed: 2,403,140] [added: 4,590,121] | ​ | [removed: (4)%] [added: 91%] | ​ | ​ | [removed: 2,494,014] [added: 2,403,140] | ​ |

| Steel Fabrication Operations | ​ | [removed: 906,364] [added: 1,764,710] | ​ | [removed: (6)%] [added: 95%] | ​ | ​ | [removed: 963,259] [added: 906,364] | ​ |

| Intra-company | ​ | [removed: (1,664,846)] [added: (3,236,085)] | ​ | ​ | ​ | ​ | [removed: (1,627,208)] [added: (1,664,846)] | ​ |

| Steel Operations | $ | [removed: 889,480] [added: 4,360,488] | ​ | [removed: (14)%] [added: 390%] | ​ | $ | [removed: 1,030,554] [added: 889,480] | ​ |

| Metals Recycling Operations | ​ | [removed: 32,991] [added: 181,986] | ​ | [removed: 102%] [added: 452%] | ​ | ​ | [removed: 16,308] [added: 32,991] | ​ |

| Steel Fabrication Operations | ​ | [removed: 120,575] [added: 365,250] | ​ | [removed: 1%] [added: 203%] | ​ | ​ | [removed: 119,099] [added: 120,575] | ​ |

| Intra-company | ​ | [removed: (7,379)] [added: (54,894)] | ​ | ​ | ​ | ​ | [removed: 7,078] [added: (7,379)] | ​ |

Steel operations consist of our [removed: six EAF] [added: electric arc furnace] steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling [removed: mills with] [added: mills, and] numerous value-added downstream steel coating and processing operations.

These products are used in numerous industry sectors, including the construction, automotive, manufacturing, transportation, heavy and agriculture equipment, and pipe and tube (including OCTG) [removed: markets (see Item 1.][added: markets.]

Steel operations accounted for [removed: 74%] [added: 72%] and [removed: 76%] [added: 74%] of our consolidated net sales during [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

| ​ | [removed: 2020] [added: 2021] | ​ | % Change | ​ | [removed: 2019] [added: 2020] | ​ |

| Total shipments | [removed: 10,718,333] [added: 11,217,640] | ​ | [removed: (1)%] [added: 5%] | ​ | [removed: 10,816,641] [added: 10,718,333] | ​ |

| Intra-segment shipments | [removed: (1,001,396)] [added: (1,106,525)] | ​ | ​ | ​ | [removed: (975,372)] [added: (1,001,396)] | ​ |

| Steel Operations Segment shipments | [removed: 9,716,937] [added: 10,111,115] | ​ | [removed: (1)%] [added: 4%] | ​ | [removed: 9,841,269] [added: 9,716,937] | ​ |

| External shipments | [removed: 9,257,334] [added: 9,559,617] | ​ | [removed: (2)%] [added: 3%] | ​ | [removed: 9,402,608] [added: 9,257,334] | ​ |

[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231x10k009.jpg)]

Segment Results [removed: 2020] [added: 2021] vs. [removed: 2019][added: 2020]

Net sales for the steel operations [removed: segment decreased 9%] [added: were 88% higher] in [removed: 2020] [added: 2021] when compared to [removed: 2019,] [added: 2020,] due to [removed: the 8% decrease in] [added: these increased] average steel selling prices and [removed: minimal decline in shipments.][added: volumes.]

Metallic raw materials used in our [removed: EAFs] [added: electric arc furnaces] represent our single most significant steel manufacturing cost, generally comprising approximately [removed: 50] [added: 55%] to [removed: 60%] [added: 65%] of our steel mill operations’ manufacturing costs.

Our metallic raw material cost [removed: per net ton] consumed in our steel mills [removed: decreased $25,] [added: increased $179 per net ton,] or [removed: 9%,] [added: 67%,] in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

As a result of average selling prices [removed: decreasing] [added: increasing] more than scrap costs, metal spread (which we define as the difference between average steel [added: mill] selling prices and the cost of ferrous scrap consumed in our steel mills) [removed: decreased 8%] [added: increased 86%] in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

Due to this metal spread [removed: contraction,] [added: expansion,] coupled with the [removed: slight decrease] [added: 4% increase] in [added: steel segment] shipments, operating income for the steel operations [removed: decreased 14%,] [added: increased nearly four times,] to [removed: $889.5 million,] [added: $4.4 billion,] in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

Our steel mills utilize a large portion (approximately [removed: 69%] [added: 66%] in [removed: 2020] [added: 2021] and [removed: 66%] [added: 69%] in [removed: 2019)] [added: 2020)] of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries.

Metals recycling operations accounted for [added: 12% and] 11% of our consolidated net sales during [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020, respectively.]

| ​ | ​ | [removed: 2020] [added: 2021] | ​ | % Change | ​ | [removed: 2019] [added: 2020] | ​ |

| Inter-company | ​ | [removed: (3,184,451)] [added: (3,574,668)] | ​ | [removed: 4%] [added: (12)%] | ​ | [removed: (3,061,257)] [added: (3,184,451)] | ​ |

| External shipments | ​ | [removed: 1,407,430] [added: 1,867,810] | ​ | [removed: (10)%] [added: 33%] | ​ | [removed: 1,565,957] [added: 1,407,430] | ​ |

| Inter-company | ​ | [removed: (146,753)] [added: (135,914)] | ​ | [removed: ​] [added: 7%] | ​ | [removed: (144,229)] [added: (146,753)] | ​ |

| External shipments | ​ | [removed: 831,129] [added: 957,558] | ​ | [removed: (10)%] [added: 15%] | ​ | [removed: 923,979] [added: 831,129] | ​ |

Ferrous scrap average selling prices increased [removed: 10%] [added: 73%] during [removed: 2020] [added: 2021] compared to [removed: 2019,] [added: 2020,] while nonferrous [removed: pricing was flat year over year.][added: average selling prices increased 53%.]

Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) increased [removed: 27%,] [added: 35%,] while nonferrous metal spread [removed: decreased 4%] [added: increased 61%] in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

Steel fabrication operations include seven New Millennium Building Systems joist and deck plants located throughout the United [removed: States] [added: States,] and in Northern Mexico.

Steel fabrication operations accounted for [added: 10% and] 9% of our consolidated net sales during [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020, respectively.]

2021 Overview

During 2021, domestic steel demand was strong throughout the year, supported most significantly by the construction, automotive, and industrial sectors.

Customer steel inventories also remained historically low, as steel supply was not sufficient to meet robust demand requirements during much of the year.

This strong market environment drove significantly higher steel selling prices, resulting in meaningful steel segment metal spread expansion.

Our metals recycling operations benefited from improved domestic steel mill utilization rates in 2021, driving increased shipments, pricing, and metal spread.

The symbiotic relationship among our three operating segments resulted in record company-wide financial and operational performance during 2021.

We achieved record 2021 operational and financial results.

| | ● | Record steel and steel fabrication shipments of 11.2 million and 789,000 tons, respectively |

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| | ● | Record net sales of $18.4 billion |

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| | ● | Record operating income of $4.3 billion and net income of $3.2 billion |

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| | ● | Record steel, steel fabrication, and metals recycling operating income of $4.4 billion, $365.3 million and $182.0 million, respectively |

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| | ● | Record cash flow from operations of $2.2 billion |

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| | ● | Share repurchases of $1.1 billion of our common stock, representing 8% of our outstanding shares |

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Consolidated operating income for 2021 increased $3.5 billion, more than four times, to $4.3 billion, compared to $847.1 million in 2020.

Net income attributable to Steel Dynamics, Inc. for 2021 increased $2.7 billion, more than four and a half times, to $3.2 billion, compared to 2020.

| Other | ​ | 1,266,971 | ​ | 153% | ​ | ​ | 501,187 | ​ |

| ​ | ​ | 21,644,935 | ​ | ​ | ​ | ​ | 11,266,328 | ​ |

| ​ | $ | 18,408,850 | ​ | 92% | ​ | $ | 9,601,482 | ​ |

| Other | ​ | (551,725) | ​ | (193)% | ​ | ​ | (188,525) | ​ |

| ​ | ​ | 4,355,999 | ​ | ​ | ​ | ​ | 854,521 | ​ |

| ​ | $ | 4,301,105 | ​ | 408% | ​ | $ | 847,142 | ​ |

See Item 1.

_Business_ for further information on Steel Operations segment operations.

![Chart

During 2021, domestic steel consumption was strong from the automotive, construction, and industrial sectors.

These market dynamics, along with historically low customer inventories throughout the supply chain, drove increased shipments and product pricing for our steel operations compared to 2020, which was negatively impacted by COVID-19 most notably during the second quarter of the year.

Steel operations segment shipments increased 4% in 2021, as compared to 2020, with average selling prices increasing 81%, or $621 per ton.

| Total | ​ | 5,442,478 | ​ | 19% | ​ | 4,591,881 | ​ |

| Total | ​ | 1,093,472 | ​ | 12% | ​ | 977,882 | ​ |

Segment Results 2021 vs. 2020

Our metals recycling operations benefited from strong steel market demand during 2021, driving increased domestic steel mill utilization and strong ferrous scrap shipments throughout the year.

Domestic steel mill utilization rates increased to approximately 81% in 2021 from 68% in the prior year, which was depressed due to the impact of COVID-19 during most notably the second quarter of 2020.

Net sales for our metals recycling operations increased 91% in 2021 as compared to 2020, driven by increased shipments, including a full year of activity related to our August 2020 acquired Mexican scrap operations, and pricing.

Metals recycling operations operating income in 2021 of $182.0 million improved $149.0 million, or four and a half times, from 2020, due to increased ferrous and nonferrous shipments and metal spread.

2020 Overview

*Impact of COVID-19 on Our Business*

In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and since that time, efforts to slow the contagion have impacted domestic and global economies.

Countries, including the United States, issued “shelter in place” orders, temporarily closing non-essential businesses and restricting social interactions in an effort to slow the spread of COVID-19.

States began to reopen during the second quarter 2020, and domestic manufacturing started to improve.

Steelmaking and its ancillary support businesses are considered a “critical infrastructure industry” by the U.S. Department of Homeland Security and we have been deemed an essential busines in all of the states in which we operate.

As a result, all of our locations continued to operate during all of 2020 and continue to operate.

Our teams are our most valued priority, and we have implemented numerous additional process and procedural initiatives to ensure the health and safety of our people, their families, and our communities.

We adjusted schedules to support social distancing, provided additional and more frequent sanitizing applications, provided additional protective measures, among many other actions.

*Results Overview*

While our consolidated results for 2020 represented our fourth best year based on net income, we were negatively impacted in the second quarter by the continuing effects of COVID-19 due to the related temporary closures of numerous domestic steel consuming businesses.

This largely reversed during the third quarter, as most manufacturing activity resumed throughout the remainder of the year.

Domestic steel demand rebounded meaningfully during the third and fourth quarters of 2020, driving higher steel shipments, as well as significantly higher scrap flows and profitability for our steel and metals recycling operations.

Consolidated operating income for 2020 decreased $139.7 million, or 14%, to $847.1 million, compared to $986.9 million in 2019.

Net income attributable to Steel Dynamics, Inc. for 2020 decreased $120.3 million, or 18%, to $550.8 million, compared to 2019.

| Other | ​ | 501,187 | ​ | 25% | ​ | ​ | 400,747 | ​ |

| ​ | ​ | 11,266,328 | ​ | ​ | ​ | ​ | 12,092,199 | ​ |

| ​ | $ | 9,601,482 | ​ | (8)% | ​ | $ | 10,464,991 | ​ |

| Other | ​ | (188,525) | ​ | (1)% | ​ | ​ | (186,159) | ​ |

| ​ | ​ | 854,521 | ​ | ​ | ​ | ​ | 979,802 | ​ |

| ​ | $ | 847,142 | ​ | (14)% | ​ | $ | 986,880 | ​ |

_Business_).

COVID-19 negatively impacted our steel operations during 2020, most notably in the second quarter.

Domestic steel demand and raw material supply were robust early in the year, but demand from many steel consuming industries and scrap generation significantly reduced during the second quarter 2020, as the automotive sector and its supply chain temporarily closed.

As a result, a significant amount of higher-cost domestic steel production was idled.

As travel restrictions and stay at home orders were lifted, and the broader manufacturing base restarted mid-year, steel demand quickly recovered, resulting in steel operations segment shipments decreasing only 1% in 2020, as compared to 2019, reflecting the overall strong steel demand environment.

As demand improved in the second half of 2020, some domestic steel production remained idled.

When coupled with extremely low steel inventory levels throughout the supply chain, flat roll steel index prices increased over $500 per ton from August through the end of the year.

However, overall steel segment operations average selling prices decreased 8%, or $69 per ton, in 2020 compared to 2019.

In August 2020, we completed the acquisition of Zimmer, whose post-acquisition operations are included in 2020 results.

| Total | ​ | 4,591,881 | ​ | (1)% | ​ | 4,627,214 | ​ |

| Total | ​ | 977,882 | ​ | (8)% | ​ | 1,068,208 | ​ |

As stated previously, our metals recycling operations benefitted from a rebound in manufacturing in steel consuming industries during the second half of 2020.

Scrap flows increased as temporary closures of domestic automotive and other steel consuming manufacturers and their related supply chain were lifted.

In addition, domestic steel mill utilization rates rose from the trough experienced in the second quarter 2020, resulting in increased ferrous scrap demand and significantly higher selling prices.

However, net sales for our metals recycling operations decreased 4% in 2020 as compared to 2019, as total annual shipments decreased, most notably in the second quarter.

Metals recycling operations operating income in 2020 of $33.0 million increased 102% from 2019 operating income of $16.3 million, due to ferrous metal spread expansion and positive operating results from our Zimmer acquisition, which more than offset decreases in ferrous and nonferrous shipments.

Net sales for the steel fabrication operations decreased $56.9 million, or 6%, during 2020 compared to 2019, as shipments increased 3% to a record 666,000 tons, while average selling prices decreased $133 per ton, or 9%.

As our steel fabrication operations continue to leverage our national operating footprint, market demand, orders and backlog continued to be strong in 2020, indicating resilience of the non-residential construction market during COVID-19.

Operating income increased $1.5 million to a record $120.6 million in 2020 compared to 2019, as increased shipments more than offset decreased metal spread.

To achieve these objectives, we may use interest rate swaps to manage net exposure to interest rate changes related to our portfolio of borrowings; however, we have not done so during [added: 2021,] 2020, [removed: 2019,] or [removed: 2018.][added: 2019.]

The following table represents the principal cash repayments and related weighted-average interest rates by maturity date for our long-term debt, as of December 31, [removed: 2020] [added: 2021] (in thousands):

At December 31, [removed: 2020,] [added: 2021,] we had a cumulative unrealized loss associated with these financial contracts of [removed: $645,000,] [added: $8.0 million,] substantially all of which have settlement dates in [removed: 2021.][added: 2022.]

| ​ | 2022 | ​ | $ | 2,360 | ​ | ​ | 4.5% | ​ | $ | 94,814 | ​ | ​ | 1.6% | ​ |

| ​ | 2023 | ​ | ​ | 2,081 | ​ | ​ | 4.2 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2024 | ​ | ​ | 401,621 | ​ | ​ | 2.8 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2025 | ​ | ​ | 401,562 | ​ | ​ | 2.4 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2026 | ​ | ​ | 401,481 | ​ | ​ | 5.0 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Thereafter | ​ | ​ | 1,851,503 | ​ | ​ | 3.0 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,060,608 | ​ | ​ | 3.2% | ​ | $ | 94,814 | ​ | ​ | 1.6% | ​ |

| ​ | Fair value | ​ | $ | 3,165,269 | ​ | ​ | ​ | ​ | $ | 94,814 | ​ | ​ | ​ | ​ |

Refer to Note 9.

_Commitments and Contingencies_ to the consolidated financial statements elsewhere in this report for additional information.

Refer to Note 7.

_Derivative Financial Instruments_ to the consolidated financial statements elsewhere in this report for additional information.

| ​ | 2021 | ​ | $ | 4,570 | ​ | ​ | 5.5% | ​ | $ | 82,324 | ​ | ​ | 1.7% | ​ |

| ​ | 2022 | ​ | ​ | 3,981 | ​ | ​ | 5.1 | ​ | ​ | 374 | ​ | ​ | 5.1 | ​ |

| ​ | 2023 | ​ | ​ | 3,799 | ​ | ​ | 4.9 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2024 | ​ | ​ | 403,438 | ​ | ​ | 2.8 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2025 | ​ | ​ | 403,488 | ​ | ​ | 2.4 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Thereafter | ​ | ​ | 2,256,684 | ​ | ​ | 3.4 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,075,960 | ​ | ​ | 3.2% | ​ | $ | 82,698 | ​ | ​ | 1.7% | ​ |

| ​ | Fair value | ​ | $ | 3,329,914 | ​ | ​ | ​ | ​ | $ | 82,698 | ​ | ​ | ​ | ​ |

Certain of these commitments contain provisions which require us to “take or pay” for specified quantities without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 12 years for air products.

Our commitments for these arrangements with “take or pay” or other similar commitment provisions for the years ending December 31 are as follows (in thousands):

| ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- |

| ​ | 2021 | ​ | $ | 265,736 | ​ |

| ​ | 2022 | ​ | ​ | 124,961 | ​ |

| ​ | 2023 | ​ | ​ | 43,074 | ​ |

| ​ | 2024 | ​ | ​ | 35,248 | ​ |

| ​ | 2025 | ​ | ​ | 16,491 | ​ |

| ​ | Thereafter | ​ | ​ | 139,299 | ​ |

| ​ | ​ | ​ | $ | 624,809 | ​ |

We utilized such “take or pay” requirements during the past three years under these contracts, except for certain air products at our idle Minnesota ironmaking operations.

We believe that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process, other than certain air products related to our idled Minnesota ironmaking operations.

Steel Dynamics, Inc. is one of the largest domestic steel producers and metal recyclers in the United States, based on estimated steelmaking and [added: steel] coating capacity of approximately 13 million tons and actual metals recycling volumes as of December 31, [removed: 2020,] [added: 2021,] with one of the most diversified product and end-market portfolios in the domestic steel industry.

[removed: Innovation in all forms is essential to our success, and our] [added: Our] teams focus on how to do things [removed: “smarter”] [added: effectively and efficiently] within our current [removed: operations as well as] [added: operations, and] how we [added: can] continue to [added: strategically] grow.

It also includes finding ways to [removed: “do business” with fewer] [added: operate more efficiently using minimal] resources [removed: and less] [added: with minimal] environmental impact.

| | ● | Growth – We focus on [added: strategic growth with] intentional margin expansion [removed: and consistency through-the-cycle.] [added: to improve our through-the-cycle earnings.] |

Over 60% of a plant floor colleague’s total potential compensation is “at risk” [added: of being achieved due] to both quality production and [removed: cost-effectiveness.][added: cost-effectiveness metrics in place.]

This [removed: $1.9 billion] electric arc furnace (EAF) flat roll steel mill will have [removed: an estimated] [added: approximately] 3.0 million tons of annual steel production capacity, including value-added coating lines comprised of a galvanizing line with [removed: planned] annual coating capacity of 550,000 tons with galvalume [removed: capability] [added: capability,] and a paint line with annual coating capacity of 250,000 tons.

By leveraging our construction and operating expertise, [removed: we are building a] [added: this] "next-generation” EAF flat roll steel mill [removed: with production capabilities designed to] [added: will] have product size and quality [added: production] capabilities beyond that of existing domestic EAF flat roll steel producers, competing even more effectively with the integrated steel model and foreign competition.

[removed: Out new steel mill is being strategically located in Sinton, Texas, which] [added: The Southwest-Sinton Flat Roll Division] has significant competitive advantages—including geographic market positioning, power accessibility, competitive freight for the intended customers, proximity to a deep-water port and site constructability.

By locating our new steel mill in Sinton, [removed: Texas] [added: Texas,] we [removed: are] strategically [removed: targeting] [added: targeted] underserved markets that are largely reliant on imports with long lead times and lower product quality capabilities, providing customers throughout the Southwest United States and Mexico significant freight benefits and shorter lead times allowing them to realize working capital advantages.

[removed: Three] [added: Additionally, six steel] customers have committed to locate onsite, representing over [removed: 1.0] [added: 1.8] million tons of annual [added: flat roll steel] processing and consumption [removed: capacity, and we expect to secure similar commitments from additional customers.][added: capacity.]

Our new EAF steel mill is adhering to the same sustainability model as our other steelmaking facilities, utilizing [removed: state-of-the-art] [added: state of the art] environmental controls and processes to produce high quality sustainable steel.

Our existing EAF steel mills have a fraction of the greenhouse gas emissions (GHG) and energy intensity of average traditional integrated steelmaking technology, resulting in a much more environmentally [removed: friendly] [added: responsible] steel production alternative.

During weaker demand environments, we [added: can] source more of their needs internally, and during strong demand environments, we [added: can] source more of their needs externally at a preferred cost.

In [removed: 2020,] [added: 2021,] our own steel consuming businesses purchased [removed: 1.5] [added: nearly 1.7] million tons of steel from our steel [removed: mills] [added: mills,] representing [removed: 14%] [added: 15%] of our total [removed: 2020] [added: 2021] steel shipments.

This allows us to [removed: reduce] [added: manage] company-wide working capital, as we [added: can] retain less scrap inventory at the steel mills, and we are able to source higher-quality scrap for our steel mills, optimizing cost and quality.

We operate some of the most technically advanced and environmentally [removed: friendly] [added: responsible] steel operations when compared to global steelmaking operations.

Our value-added product diversification, vertically connected businesses, and performance-based incentive compensation programs drive our efficient, environmentally [removed: friendly,] [added: responsible,] and competitively advantaged footprint.

Our low operating costs are primarily a result of our efficient plant designs and operations, our high productivity rate, [removed: low] [added: our focus on] ongoing maintenance [removed: cost] requirements and strategic locations near sources of our primary raw material, ferrous scrap, and near our customers.

Sustainability is a part of our long-term value [removed: creation.][added: creation strategy.]

Our intentional growth strategy has focused on increasing through-cycle cash generation and providing growth opportunities for our people, partners, communities, and shareholders, all while keeping sustainability of resources and [removed: climate-impact] [added: our impact to the environment] at the fore.

We [added: have] intentionally developed a vertically connected operating model, further strengthening our company by creating a [removed: “closed loop”] [added: circular] manufacturing [removed: life cycle.][added: model.]

Our metals recycling platform collects and processes scrap from manufacturing and [removed: from] end-of-life items, such as automobiles, appliances, and machinery.

Ultimately, when these products reach the end of their life cycle, they can be collected as scrap and used again in our steelmaking operations, creating our [removed: “vertically connected sustainable product life cycle.”][added: circular manufacturing model.]

We recognize that minimizing the impact of GHG is important to our stakeholders, including [added: our customers, shareholders,] local communities and team members.

We [removed: evaluate] [added: monitor] our GHG emissions by regularly reviewing furnace performance and efficiency.

Our carbon mitigation strategy [removed: is] [added: and our related goals announced in July 2021 are] integral to our overarching sustainability program to address climate-related considerations.

Our senior leadership, including our [removed: President and] Chief Executive Officer, [removed: Executive Vice President,] Chief Financial Officer, and [removed: Corporate Secretary, and other operating platform] senior [removed: executives,] [added: executives of our operating platforms,] establish our near- and long-term strategies related to our climate-related assessments, goals, and programs.

| Mark D. Millett | ​ | [removed: 61] [added: 62] | ​ | [added: Chairman,] President and Chief Executive Officer |

| Theresa E. Wagler | ​ | [removed: 50] [added: 51] | ​ | Executive Vice President, Chief Financial [removed: Officer,] [added: Officer] and Corporate Secretary |

| [removed: Russ] [added: Russell] B. Rinn | ​ | [removed: 63] [added: 64] | ​ | Executive Vice President, Metals Recycling |

| Miguel Alvarez | ​ | [removed: 53] [added: 54] | ​ | Senior Vice President, Southwest United States and Mexico |

| [removed: Chris] [added: Christopher] A. Graham | ​ | [removed: 56] [added: 57] | ​ | Senior Vice President, Long Products Steel Group |

| Glenn A. Pushis | ​ | [removed: 55] [added: 56] | ​ | Senior Vice President, Special Projects |

| Barry T. Schneider | ​ | [removed: 52] [added: 53] | ​ | Senior Vice President, Flat Roll Steel Group |

| James S. Anderson | ​ | [removed: 60] [added: 61] | ​ | Vice President, Steel Fabrication |

[removed: Millett_, a co-founder of our company and director] [added: Mr. Millett has been the Board Chair] since [removed: inception,] [added: May 2021 and] has been our President and Chief Executive Officer since January 2012.

Prior to that, [removed: Mr. Millett has] [added: he] held various positions within the company, including President and Chief Operating Officer, Executive Vice President of Metals Recycling and Ferrous Resources, [removed: President] and [removed: Chief Operating Officer of OmniSource, LLC, and] Executive Vice President [removed: and Chief Operating Officer for] [added: of] Flat [removed: Rolled Steels and Ferrous Resources.][added: Roll Operations.]

[removed: Mr. Millett was responsible for the design,] construction, and start-up operation of all of our steel mills, including our Butler, Indiana flat roll, melting, and casting operations.

Ms. Wagler joined the Steel Dynamics corporate finance team in 1998, and has held various finance and accounting positions, including Chief Accounting Officer and Vice President and Corporate [removed: Controller, and was appointed to her current position in May 2007.][added: Controller.]

She is responsible for and oversees accounting and taxation, treasury, risk management, legal, information technology and cyber security, health and safety, human resources, sustainability [removed: efforts,] [added: strategy,] and strategic business development functions, as well [removed: as] [added: as, financial planning and analysis,] investor relations, and corporate communications.

| ​ | ​ | ​ |

Innovation in all forms is essential to our success.

​

We are also building four additional value-added flat roll steel coating lines comprised of a paint line and a galvanizing line located onsite at each of our Southwest-Sinton and Heartland Flat Roll divisions.

These lines will provide high-margin product and end-market diversification.

The Southwest-Sinton Flat Roll Division construction team experienced several challenges during 2021, including weather related events, supply chain disruptions and the ongoing COVID-19 impact on the construction industry, which caused some delays.

The team navigated these challenges, and the two coating lines were commissioned in the second half of 2021, with the remainder of the operations commencing in early 2022.

All of these customers have broken ground on their respective operations.

Millett_ co-founded the company in 1993.

Mr. Millett was responsible for the design,

Mr. Millett currently serves as Chairman of the Steel Manufacturers Association (SMA).

During 2019, Mr. Millett was named the recipient of the James F.

Collins Achievement in Advocacy Award by the SMA.

During 2014, Mr. Millet was named Steelmaker of the Year by the Association of Iron and Steel Technology.

Mr. Millett earned his bachelor’s degree in metallurgy from the University of Surrey, England.

She graduated cum laude from Taylor University with a bachelor’s degree in accounting and systems analysis.

In addition, Ms. Wagler serves as a director and chair of the audit committee of CF Industries Holdings, Inc., a public company, and also serves as a director for Trine University and for the Metals Service Center Institute.

He has more than 40 years of experience in the steel and metals recycling industries.

Mr. Rinn is a graduate of the Executive Program of the Stanford University Graduate School of Business and of the Management Development Program at the University of Michigan’s Business School.

He holds a bachelor’s degree in Finance, Marketing and Business Administration from Texas Lutheran University.

Mr. Alvarez earned a bachelor’s degree in industrial engineering and an MBA from Tecnológico de Monterrey, México.

_Christopher A.

Mr. Graham earned a bachelor's degree in business management from Western Governors University and an MBA from the University of Saint Francis.

Mr. Pushis earned a bachelor’s degree in mechanical engineering from Purdue University and his MBA from Indiana University.

Mr. Schneider earned a bachelor's degree in mechanical engineering and a master of science in engineering management from Rose-Hulman Institute of Technology.

In addition, Mr. Schneider serves as a director for the Association of Iron & Steel Technology and Unity Aluminum.

Mr. Anderson earned a bachelor's degree in metallurgical engineering from Grove City College and an MBA from the University of Pittsburgh.

​

We continue to monitor the situation and adjust our protocols as appropriate in order to keep our teams safe, while serving our customers.

Our facilities have remained operational throughout 2021 and 2020.

We recognize the value of having a business that reflects diversity of backgrounds and experiences.

Once fully operational, the Southwest-Sinton Flat Roll Division will add 3.0 million tons of annual flat roll steel shipping capacity.

| ​ | Butler, Columbus, and Southwest- | 5,868,734 | ​ | 5,889,735 | ​ | 6,140,547 | ​ | ​ |

| ​ | Sinton Flat Roll Divisions | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Steel Processing divisions | 1,653,433 | ​ | 1,699,428 | ​ | 1,585,657 | ​ | ​ |

![Chart, waterfall chart

margin flat roll steel products.

![Chart, bar chart

| ​ | Engineered Bar Products Division | 809,808 | ​ | 630,870 | ​ | 732,774 | ​ | ​ |

Service centers provide key distribution channels for the mills and value-add services to the end-user.

| ​ | | |

We will also be producing value-added steel products at the commencement of operations, providing high-margin product and end-market diversification.

Additionally, our new steel mill site has sufficient acreage to allow for some customers to locate on-site, providing them with logistics savings and our steel mill with volume base-loading opportunities.

Operations are planned to begin mid-year 2021.

Prior to co-founding Steel Dynamics, Mr. Millett served in various leadership roles for the Nucor Corporation.

His roles included being charged with developing the world’s first commercially viable thin slab casting process as the manager of the project at Nucor’s Hazelett facility and being given the responsibility by Nucor for the design, construction, staffing, and operation of the melting and casting facility at the world’s first thin slab casting facility at Nucor’s Crawfordsville, Indiana facility.

_Chris A.

including Engineered Bar Products Division and Butler Flat Roll Division.

Severity Rate is defined as OSHA days away from work x 200,000 / hours worked.

Steelmaking and its ancillary support businesses are considered a “critical infrastructure industry” by the U.S. Department of Homeland Security and have been deemed an essential business in all of the states in which we operate.

As such, our businesses have remained operational throughout the COVID-19 outbreak.

We believe these steps were and remain critical in protecting our teams, their families, and our communities.

During 2020, none of our operations has been closed or idled due to the COVID-19 pandemic.

Our leadership is reminded of these expectations and receives recurring training on these critical topics.

| ​ |

| ​ | Butler Flat Roll Division | 2,971,548 | ​ | 3,034,254 | ​ | 3,093,419 | ​ | ​ |

| ​ | Columbus Flat Roll Division | 2,918,187 | ​ | 3,106,293 | ​ | 3,113,600 | ​ | ​ |

| ​ | The Techs | 822,101 | ​ | 847,815 | ​ | 806,345 | ​ | ​ |

| ​ | Heartland Flat Roll Division | 525,542 | ​ | 507,319 | ​ | 167,921 | ​ | ​ |

| ​ | United Steel Supply | 351,785 | ​ | 230,523 | ​ | \- | ​ | ​ |


| ​ | Engineered Bar Products Division | 555,620 | ​ | 650,408 | ​ | 827,049 | ​ | ​ |

Service centers, though not the ultimate end-user, provide valuable mill distribution channels to the fabricators and manufacturers, including small quantity sales, repackaging, cutting, preliminary processing and warehousing.

The availability and relative prices of substitutes for ferrous scrap could result in a decreased demand for processed ferrous scrap and could result in lower prices and/or lower demand for our scrap products.

We believe we are well positioned with our national footprint as the non-residential construction market remains strong, and we have available capacity that can be deployed as needed.

The cost of current and future environmental

Some of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of December 31, [removed: 2020.][added: 2021.]

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020] [added: 2021] |

| Large accelerated filer ⌧ | Accelerated [removed: file] [added: filer] ◻ | | |

The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold as of June 30, [removed: 2020,] [added: 2021,] was approximately [removed: $4.1] [added: $8.7] billion.

As of February [removed: 19, 2021,] [added: 18, 2022,] Registrant had outstanding [removed: 211,005,100] [added: 191,299,162] shares of common stock.

Portions of registrant’s definitive proxy statement referenced in Part III, Items 10 through 14 of this report, to be filed prior to [removed: April 30, 2021,] [added: May 2, 2022,] are incorporated herein by reference.

| [Item 1A.](#ITEM1ARISKFACTORS_115001) | [Risk Factors](#ITEM1ARISKFACTORS_115001) | [removed: 19] [added: 22] |

| [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_407146) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_407146) | [removed: 26] [added: 30] |

| [Item 2.](#ITEM2PROPERTIES_887366) | [Properties](#ITEM2PROPERTIES_887366) | [removed: 27] [added: 31] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_660817) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_660817) | [removed: 28] [added: 32] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_62861) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_62861) | [removed: 28] [added: 32] |

| [Item 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [removed: 29] [added: 33] |

| [Item [removed: 6.](#ITEM6SELECTEDFINANCIALDATA_396995)] [added: 6.](#ITEM6)] | [Selected Financial [removed: Data](#ITEM6SELECTEDFINANCIALDATA_396995)] [added: Data \[Reserved\]](#ITEM6)] | [removed: 31] [added: 35] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results [removed: or] [added: of] Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 33] [added: 36] |

| [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 44] [added: 48] |

| [Item 8.](#ITEM8CONSOLIDATEDFINANCIALSTATEMENTS_437) | [Consolidated Financial Statements and Supplementary Data](#ITEM8CONSOLIDATEDFINANCIALSTATEMENTS_437) | [removed: 46] [added: 49] |

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 78] [added: 82] |

| [Item [removed: 9A.](#ITEM9ACONTROLSANDPROCEDURES_164222)] [added: 9A.](#Item9A)] | [Controls and [removed: Procedures](#ITEM9ACONTROLSANDPROCEDURES_164222)] [added: Procedures](#Item9A)] | [removed: 78] [added: 82] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_500127) | [Other Information](#ITEM9BOTHERINFORMATION_500127) | [removed: 78] [added: 82] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERS_95546) | [Directors, Executive Officers, and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERS_95546) | [removed: 79] [added: 83] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_392678) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_392678) | [removed: 79] [added: 83] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 79] [added: 83] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 80] [added: 84] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [Principal [removed: Accounting] [added: Accountant] Fees and Services](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 80] [added: 84] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 81] [added: 85] |

| [Item 16.](#ITEM16FORM10KSUMMARY_712404) | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_712404) | [removed: 81] [added: 85] |

| [Exhibit Index](#EXHIBITINDEX_376119) | | [removed: 82] [added: 86] |

| [Signatures](#SIGNATURES_483178) | | [removed: 85] [added: 89] |

| | ● | availability of an adequate source of supply [added: of scrap] for our metals recycling operations; |

| | ● | governmental agencies may refuse to grant or renew some of our licenses and [removed: permits;] [added: permits required to operate our businesses;] |

| [Item 9C.](#ITEM9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9C) | 82 |

| | ● | increased environmental, greenhouse gas emissions and sustainability considerations or regulations; |

| | ● | increased regulation associated with the environment, climate change, greenhouse gas emissions and sustainability; |

The following table describes our significant properties as of December 31, [removed: 2020.][added: 2021.]

| Butler Operations | ​ | Butler, IN | ​ | Flat Roll Steel Mill and Coating Facility | ​ | [removed: 997] [added: 993] | ​ | — |

| United Steel Supply | ​ | IN, MS, OR, and TX | ​ | Distributor of Painted Galvalume® Flat Roll Steel | ​ | [removed: 12] [added: 26] | ​ | 3 |

| Engineered Bar [added: Products] Division | ​ | Pittsboro, IN | ​ | Engineered Bar Steel Mill and Finishing Facility | ​ | 312 | ​ | — |

| Alabama | ​ | Birmingham, AL | ​ | Ferrous Scrap Processing | ​ | — | ​ | [removed: 5] [added: 15] |

| Indiana | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 380] [added: 406] | ​ | 26 |

| Oklahoma | ​ | Sand Springs, OK | ​ | Ferrous Scrap Processing | ​ | — | ​ | [removed: 5] [added: 10] |

| Mexico | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: —] [added: —] | ​ | 37 |

| Joist and Deck Operations | ​ | Salem, VA | ​ | Steel Joist and Deck Fabrication Facility | ​ | [removed: 63] [added: 113] | ​ | — |

* Our [removed: 2020] [added: 2021] steel mill production utilization was [removed: 86%] [added: 91%] of our estimated annual steelmaking capability.

| Texas | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | 75 | ​ | — |

Southwest-Sinton Flat Roll Division is nearing the conclusion of construction, with certain coating operations commenced in late 2021, and the rest of operations commencing in early 2022.

Southwest-Sinton Flat Roll Division is under construction, with planned commencement of operations mid-year 2021.

None.

Information required to be furnished pursuant to Item 4 concerning mine safety disclosure matters by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104), is included in Exhibit 95 to this annual report.

As of February [removed: 19, 2021,] [added: 18, 2022,] we had [removed: 211,005,100] [added: 191,299,162] shares of common stock outstanding and held beneficially by approximately [removed: 24,100] [added: 25,200] stockholders based on our security position listing.

Because many of the shares were held by depositories, brokers and other nominees, the number of registered holders (approximately [removed: 1,420)] [added: 1,365)] is not representative of the number of beneficial holders.

[removed: ][added: ]

We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, 2021.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Period | ​ | Total Number of Shares Purchased | ​ | Average Price Paid per Share | | ​ | Total Number of Shares Purchased as Part of Publicly Announced Program(1) | | ​ | Maximum Dollar Value of Shares That May Yet be Purchased Under the Program (in thousands) (1) | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Quarter ended December 31, 2021 | | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| October 1-31 | ​ | 1,344,894 | ​ | $ | 62.22 | ​ | ​ | 1,344,894 | ​ | $ | 629,521 |

| November 1-30 | ​ | 2,388,125 | ​ | ​ | 64.50 | ​ | ​ | 2,388,125 | ​ | ​ | 475,491 |

| December 1 - 31 | ​ | 1,521,094 | ​ | ​ | 60.56 | ​ | ​ | 1,521,094 | ​ | ​ | 383,378 |

| ​ | ​ | 5,254,113 | ​ | ​ | ​ | ​ | ​ | 5,254,113 | ​ | ​ | ​ |

| (1) | On July 6, 2021, we announced that our board of directors had authorized a share repurchase program of up to $1.0 billion of our common stock. |

| --- | --- |

During the quarter ended December 31, 2020, we did not purchase any of our equity securities that are registered under Section 12(b) of the Exchange Act.

At December 31, 2020, we had $444.0 million remaining available to purchase our equity securities under our share repurchase program.

The following table sets forth the selected consolidated financial and operating data of Steel Dynamics, Inc. The selected consolidated operating, other financial and balance sheet data, as of and for each of the years in the five-year period ended December 31, 2020, were derived from our audited consolidated financial statements.

You should read the following data in conjunction with Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ and our consolidated financial statements and notes appearing elsewhere in this Form 10-K.

You should also read the following information in conjunction with the data in the table on the following page:

| | ● | Construction of the Southwest-Sinton Flat Roll Division (Sinton) began in 2019, with operations planned to begin mid-year 2021. Capital expenditures for Sinton were $927.7 million in 2020 and $205.1 million in 2019. |

| --- | --- | --- |

| | ● | On August 3, 2020, we completed the acquisition of Zimmer for a total cash purchase price of $60.0 million. Zimmer operations, including its approximately 1,000 employees, are reflected in our metals recycling operations from the date of acquisition. |

| | ● | On March 1, 2019, we completed the acquisition of 75% of the equity interest of United Steel Supply, LLC, for a total cash purchase price of $97.1 million. USS operations are reflected in our steel operations from the date of acquisition. |

| | ● | On June 29, 2018, we completed the acquisition of Heartland Steel Processing, LLC (formerly known as Companhia Siderurgica Nacional, LLC) (Heartland), for a total cash purchase price of $434.0 million. Heartland operations are reflected in our steel operations from the date of acquisition. |

| | ● | In the fourth quarter of 2017, we recorded a tax benefit related primarily to the impact of the revaluation of the company’s deferred tax assets and liabilities as of December 31, 2017, using the lower federal tax rate enacted in the Tax Cuts and Jobs Act of 2017, which increased net income and net income attributable to Steel Dynamics, Inc. by $180.6 million, and basic and diluted earnings per share by $0.75. |

| | ● | In the fourth quarter of 2016, we recorded a non-cash asset impairment charge associated with the company’s Minnesota ironmaking operations and certain OmniSource assets, which reduced 2016 operating and pretax income by $132.8 million, net income by $89.5 million, net income attributable to Steel Dynamics, Inc. by $76.4 million, and basic and diluted earnings per share by $0.31. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | Years Ended December 31, | | | | | | | | | | | | | |

| ​ | 2020 | | ​ | 2019 | | ​ | 2018 | | ​ | 2017 | | ​ | 2016 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | (dollars and shares in thousands, except per share data) | | | | | | | | | | | | | |

| Operating data: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | $ | 9,601,482 | ​ | $ | 10,464,991 | ​ | $ | 11,821,839 | ​ | $ | 9,538,797 | ​ | $ | 7,777,109 |

| Gross profit | ​ | 1,434,728 | ​ | ​ | 1,530,984 | ​ | ​ | 2,322,814 | ​ | ​ | 1,582,014 | ​ | ​ | 1,334,864 |

| Operating income | ​ | 847,142 | ​ | ​ | 986,880 | ​ | ​ | 1,722,409 | ​ | ​ | 1,066,881 | ​ | ​ | 727,966 |

| Asset impairment charges reflected in operating income | ​ | (19,409) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (132,839) |

| Net income | ​ | 570,828 | ​ | ​ | 677,900 | ​ | ​ | 1,255,805 | ​ | ​ | 805,796 | ​ | ​ | 360,006 |

| Net income attributable to Steel Dynamics, Inc. | ​ | 550,822 | ​ | ​ | 671,103 | ​ | ​ | 1,258,379 | ​ | ​ | 812,741 | ​ | ​ | 382,115 |

| Basic earnings per share | $ | 2.61 | ​ | $ | 3.06 | ​ | $ | 5.38 | ​ | $ | 3.38 | ​ | $ | 1.57 |

| Weighted average common shares outstanding | ​ | 211,140 | ​ | ​ | 219,639 | ​ | ​ | 233,923 | ​ | ​ | 240,132 | ​ | ​ | 243,576 |

| Diluted earnings per share | $ | 2.59 | ​ | $ | 3.04 | ​ | $ | 5.35 | ​ | $ | 3.36 | ​ | $ | 1.56 |

| Weighted average common shares and share | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| equivalents outstanding | ​ | 212,345 | ​ | ​ | 220,748 | ​ | ​ | 235,193 | ​ | ​ | 241,781 | ​ | ​ | 245,298 |

| Dividends declared per share | $ | 1.00 | ​ | $ | 0.96 | ​ | $ | 0.75 | ​ | $ | 0.62 | ​ | $ | 0.56 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Capital expenditures | $ | 1,198,055 | ​ | $ | 451,945 | ​ | $ | 239,390 | ​ | $ | 164,935 | ​ | $ | 198,160 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Other data (unaudited): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Shipments: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Steel operations segment (net tons) | ​ | 10,718,333 | ​ | ​ | 10,816,641 | ​ | ​ | 10,609,763 | ​ | ​ | 9,726,977 | ​ | ​ | 9,245,946 |

| Metals recycling operations segment | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Ferrous metals (gross tons) | ​ | 4,591,881 | ​ | ​ | 4,627,214 | ​ | ​ | 5,123,553 | ​ | ​ | 4,952,973 | ​ | ​ | 5,070,380 |

| Nonferrous metals (thousands of pounds) | ​ | 977,882 | ​ | ​ | 1,068,208 | ​ | ​ | 1,131,412 | ​ | ​ | 1,086,799 | ​ | ​ | 1,103,505 |

| Steel fabrication operations segment (net tons) | ​ | 665,679 | ​ | ​ | 644,411 | ​ | ​ | 641,698 | ​ | ​ | 627,274 | ​ | ​ | 562,725 |

| [Management’s Report on Internal Control Over Financial Reporting](#MANAGEMENTSREPORTONINTERNALCONTROL_58491) | ​ | [removed: 47] [added: 50] |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) [added: (PCAOB ID 42)] | ​ | [removed: 48] [added: 51] |

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#CONSOLIDATEDBALANCESHEETS_923745)] [added: 2020](#CONSOLIDATEDBALANCESHEETS_923745)] | ​ | [removed: 51] [added: 54] |

| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2020](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] [added: 2021](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] | ​ | [removed: 52] [added: 55] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2020](#COMPREHENSIVEINCOME_913078)] [added: 2021](#COMPREHENSIVEINCOME_913078)] | ​ | [removed: 53] [added: 56] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2020](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] [added: 2021](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] | ​ | [removed: 54] [added: 57] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2020](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] [added: 2021](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] | ​ | [removed: 55] [added: 58] |

| [Notes to Consolidated Financial Statements](#Note1DescriptionoftheBusinessandSummaryo) | ​ | [removed: 56] [added: 59] |

Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020,] [added: 2021,] the end of the period covered by this report.

We have audited Steel Dynamics, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Steel Dynamics, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Steel Dynamics, Inc. as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and our report dated [removed: March 1, 2021] [added: February 28, 2022] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Steel Dynamics, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated [removed: March 1, 2021] [added: February 28, 2022] expressed an unqualified opinion thereon.

At December 31, [removed: 2020,] [added: 2021,] the Company’s goodwill was approximately [removed: $457] [added: $454] million.

| Assets | [removed: 2020] [added: 2021] | | ​ | ​ | [removed: 2019] [added: 2020] | |

| Cash and equivalents | $ | [removed: 1,368,618] [added: 1,243,868] | ​ | ​ | $ | [removed: 1,381,460] [added: 1,368,618] |

| Accounts receivable, net of allowances for credit losses of [removed: $8,209] [added: $6,161] and [removed: $6,387 as of] [added: $8,209] | ​ | ​ | ​ | ​ | ​ | ​ |

| [added: as of] December 31, [removed: 2020,] [added: 2021,] and December 31, [removed: 2019,] [added: 2020,] respectively | ​ | [removed: 967,981] [added: 1,911,385] | ​ | ​ | ​ | [removed: 841,378] [added: 967,981] |

| Accounts receivable-related parties | ​ | [removed: 3,937] [added: 5,049] | ​ | ​ | ​ | [removed: 2,958] [added: 3,937] |

| Inventories | ​ | [removed: 1,843,548] [added: 3,531,130] | ​ | ​ | ​ | [removed: 1,689,043] [added: 1,843,548] |

| Other current assets | ​ | [removed: 74,363] [added: 209,591] | ​ | ​ | ​ | [removed: 76,012] [added: 74,363] |

| Total current assets | ​ | [removed: 4,258,447] [added: 6,901,023] | ​ | ​ | ​ | [removed: 4,253,025] [added: 4,258,447] |

| Property, plant and equipment, net | ​ | [removed: 4,105,569] [added: 4,751,430] | ​ | ​ | ​ | [removed: 3,135,886] [added: 4,105,569] |

| Intangible assets, net | ​ | [removed: 324,577] [added: 295,345] | ​ | ​ | ​ | [removed: 327,901] [added: 324,577] |

| Goodwill | ​ | [removed: 457,226] [added: 453,835] | ​ | ​ | ​ | [removed: 452,915] [added: 457,226] |

| Other assets | ​ | [removed: 119,743] [added: 129,601] | ​ | ​ | ​ | [removed: 106,038] [added: 119,743] |

| Total assets | $ | [removed: 9,265,562] [added: 12,531,234] | ​ | ​ | $ | [removed: 8,275,765] [added: 9,265,562] |

| Accounts payable | $ | [removed: 760,536] [added: 1,266,833] | ​ | ​ | $ | [removed: 509,687] [added: 760,536] |

| Accounts payable-related parties | ​ | [removed: 8,919] [added: 13,722] | ​ | ​ | ​ | [removed: 3,657] [added: 8,919] |

| Income taxes payable | ​ | [removed: 2,386] [added: 13,746] | ​ | ​ | ​ | [removed: 2,014] [added: 2,386] |

| Accrued payroll and benefits | ​ | [removed: 201,778] [added: 539,812] | ​ | ​ | ​ | [removed: 208,287] [added: 201,778] |

| Accrued interest | ​ | [removed: 19,656] [added: 17,533] | ​ | ​ | ​ | [removed: 18,292] [added: 19,656] |

| Accrued expenses | ​ | [removed: 178,618] [added: 278,549] | ​ | ​ | ​ | [removed: 175,405] [added: 178,618] |

| Current maturities of long-term debt | ​ | [removed: 86,894] [added: 97,174] | ​ | ​ | ​ | [removed: 89,356] [added: 86,894] |

| Total current liabilities | ​ | [removed: 1,258,787] [added: 2,227,369] | ​ | ​ | ​ | [removed: 1,006,698] [added: 1,258,787] |

| Long-term debt | ​ | [removed: 3,015,782] [added: 3,008,702] | ​ | ​ | ​ | [removed: 2,644,988] [added: 3,015,782] |

| Deferred income taxes | ​ | [removed: 536,288] [added: 854,905] | ​ | ​ | ​ | [removed: 484,169] [added: 536,288] |

| Other liabilities | ​ | [removed: 106,479] [added: 120,087] | ​ | ​ | ​ | [removed: 75,055] [added: 106,479] |

February 28, 2022

February 28, 2022

| Dividends declared | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (210,939) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (210,939) | ​ | ​ | \- |

| Noncontrolling investors, net | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (150) | ​ | ​ | \- | ​ | ​ | (73,080) | ​ | ​ | (73,230) | ​ | ​ | 52,800 |

| Share repurchases | ​ | (16,867) | ​ | ​ | 16,867 | ​ | ​ | \- | ​ | ​ | (1,060,632) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (1,060,632) | ​ | ​ | \- |

| Equity-based compensation | ​ | 951 | ​ | ​ | (344) | ​ | ​ | 1 | ​ | ​ | 10,112 | ​ | ​ | 11,541 | ​ | ​ | (529) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 21,125 | ​ | ​ | \- |

| Net income | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 3,214,066 | ​ | ​ | \- | ​ | ​ | 32,748 | ​ | ​ | 3,246,814 | ​ | ​ | \- |

| Balances at December 31, 2021 | ​ | 194,998 | ​ | ​ | 72,227 | ​ | $ | 649 | ​ | $ | (2,674,267) | ​ | $ | 1,218,933 | ​ | $ | 7,761,417 | ​ | $ | (2,091) | ​ | $ | (195,884) | ​ | $ | 6,108,757 | ​ | $ | 211,414 |

| Asset impairment charges | ​ | \- | ​ | ​ | 19,409 | ​ | ​ | \- |

Certain Sinton steel coating lines commenced operations in late 2021, with the rest of the operations commencing in early 2022.

The company does not exercise significant judgments in determining the timing of satisfaction of performance obligations or the transaction price.

Changes in the allowance were not material for the years ended December 31, 2021, or 2020.

| ​ | ​ | ​ | 2021 | | ​ | 2020 | | ​ |

| ​ | ​ | ​ | ​ | 8,256,544 | ​ | ​ | 7,331,616 | ​ |

Description of the Business and Summary of Significant Accounting Policies (Continued)

| ​ | 2026 | ​ | ​ | 23,820 | ​ |

| ​ | Thereafter | ​ | ​ | 164,762 | ​ |

| ​ | Total | ​ | $ | 295,345 | ​ |

Description of the Business and Summary of Significant Accounting Policies (Continued)

| ​ | ​ | ​ | 2021 | | ​ | 2020 | | ​ |

| ​ | ​ | ​ | $ | 453,835 | ​ | $ | 457,226 | ​ |

Note 1.

Description of the Business and Summary of Significant Accounting Policies (Continued)

| ​ | ​ | 2021 | | | | | | | | ​ | ​ | 2020 | | | | | | | |

| Basic earnings per share | ​ | $ | 3,214,066 | ​ | ​ | 205,115 | ​ | $ | 15.67 | ​ | ​ | $ | 550,822 | ​ | ​ | 211,140 | ​ | $ | 2.61 |

| Diluted earnings per share | ​ | $ | 3,214,066 | ​ | ​ | 206,615 | ​ | $ | 15.56 | ​ | ​ | $ | 550,822 | ​ | ​ | 212,345 | ​ | $ | 2.59 |

Note 1.

Description of the Business and Summary of Significant Accounting Policies (Continued)

value hedges.

Acquisitions and Investments

New Process Steel, L.P. – 45% Minority Equity Interest

On January 31, 2022, the company purchased a 45% minority equity interest in New Process Steel, L.P. (NPS), a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications.

As the company does not have power to control NPS, the company will account for the investment using the equity method of accounting.

The company acquired 100% of Zimmer in August 2020 for cash consideration of $60.0 million.

The USS noncontrolling interest is therefore reflected in redeemable noncontrolling interest in the consolidated balance sheets.

| ​ | ​ | ​ | 2021 | | ​ | 2020 | | ​ | ​ |

Early redemption is permitted as follows: as of December 15, 2021, at 102.500%; as of December 15, 2022, at 101.667%; as of December 15, 2023, at 100.833%; and as of December 15, 2024, at 100.000%.

There were no amounts due under the credit facility at December 31, 2021 or 2020.

| ​ | 2022 | ​ | $ | 97,174 | ​ |

| ​ | 2023 | ​ | ​ | 2,081 | ​ |

We acquired Zimmer, S.A. de C.V. “Zimmer” on August 3, 2020.

In conducting our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, we have elected to exclude Zimmer from our evaluation in the year of acquisition as permitted by the Securities and Exchange Commission.

Zimmer constituted approximately 1% of the company’s total and net assets as of December 31, 2020, and 1% of the company’s net sales for the year then ended.

As indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Zimmer, S.A. de C.V., which is included in the 2020 consolidated financial statements of the Company and constituted 1% of total and net assets, respectively, as of December 31, 2020 and 1% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Zimmer, S.A. de C.V.

March 1, 2021

In addition, we involved our specialist to assist with our evaluation of the methodologies applied and assumptions used by management.

| Short-term investments | ​ | \- | ​ | ​ | ​ | 262,174 |

| Balances at January 1, 2018 | ​ | 237,397 | ​ | ​ | 27,606 | ​ | ​ | 644 | ​ | ​ | (665,297) | ​ | ​ | 1,141,534 | ​ | ​ | 2,874,693 | ​ | ​ | \- | ​ | ​ | (156,506) | ​ | ​ | 3,195,068 | ​ | ​ | 111,240 |

| Dividends declared | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (174,355) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (174,355) | ​ | ​ | \- |

| Share repurchases | ​ | (13,129) | ​ | ​ | 13,129 | ​ | ​ | \- | ​ | ​ | (523,569) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (523,569) | ​ | ​ | \- |

| Equity-based compensation | ​ | 1,004 | ​ | ​ | (185) | ​ | ​ | 1 | ​ | ​ | 4,623 | ​ | ​ | 18,514 | ​ | ​ | (397) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 22,741 | ​ | ​ | \- |

| Net income (loss) | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 1,258,379 | ​ | ​ | \- | ​ | ​ | (2,574) | ​ | ​ | 1,255,805 | ​ | ​ | \- |

| Noncontrolling investors, net | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (20,965) | ​ | ​ | (20,965) | ​ | ​ | 15,000 |

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments \- Credit Losses (ASU 2016-13), and its subsequent corresponding updates, which required an entity to use a forward-looking expected loss model versus the current incurred loss model for most financial instruments, including accounts receivable.

The company adopted ASU 2016-13 effective January 1, 2020, using the modified retrospective transition method which resulted in no impact to the company’s financial position, results of operations or cash flows.

Short-term Investments

The short-term investments are classified as trading securities, and interest income is recorded as earned.

The company held no short-term investments as of December 31, 2020, and $262.2 million as of December 31, 2019.

Short-term investments held as of December 31, 2019, consisted of certificates of deposit of $41.1 million and commercial paper of $221.1 million, with contractual maturities of less than one year, when purchased.

| ​ | ​ | ​ | ​ | 7,331,616 | ​ | ​ | 6,124,714 | ​ |

| ​ | ​ | $ | 324,577 | ​ | $ | 327,901 | ​ | ​ | ​ | ​ | ​ |

| ​ | 2021 | ​ | $ | 29,232 | ​ |

| ​ | Thereafter | ​ | ​ | 188,582 | ​ |

| ​ | ​ | ​ | $ | 457,226 | ​ | $ | 452,915 | ​ |

The increase in Metals Recycling Operations Segment goodwill at December 31, 2020 is related to the company’s acquisition of Zimmer, S.A. de C.V. (Zimmer) on August 3, 2020 (refer to Note 2.

_Acquisition_), from which the company recorded $7.7 million of goodwill.

| ​ | 2018 | | | | | | | | ​ |

| Basic earnings per share | $ | 1,258,379 | ​ | ​ | 233,923 | ​ | $ | 5.38 | ​ |

| Diluted earnings per share | $ | 1,258,379 | ​ | ​ | 235,193 | ​ | $ | 5.35 | ​ |

Acquisitions

On August 3, 2020, the company acquired 100% of Zimmer for cash consideration of $59.0 million, plus a customary working capital transaction purchase price adjustment of $1.0 million in the fourth quarter 2020.

A portion of the consideration was used to pay off all existing borrowings of Zimmer in accordance with the purchase agreement.

The transaction was funded with available cash.

The aggregate purchase price was allocated to the opening balance sheet of Zimmer as of the August 3, 2020, acquisition date based on the company’s valuation of the fair value of the acquired assets and assumed liabilities; $31.9 million of current and noncurrent assets, net of cash acquired, $18.3 million of property, plant and equipment, $25.7 million of intangible assets, $7.7 million of goodwill; and liabilities assumed of $23.6 million.

The fair values of inventory were determined on the market approach, property, plant and equipment on the cost approach and identifiable intangible assets on the income approach (vendor relationships using an incremental income with or without valuation method, and customer relationships using the multi-period excess earnings method).

The company utilized a third party valuation firm to assist in the determination of fair value of vendor relationships and customer relationships.

The company has determined that nonrecurring fair value measurements related to certain assets acquired rely primarily on company-specific inputs and the company’s assumptions about the use of the assets, as observable inputs, which are not available, and as such, reside within Level 3 as provided for under ASC 820.

Goodwill recognized from the acquisition primarily relates to the expected contributions of Zimmer to the overall company strategy in addition to the acquired workforce, which is not separable from goodwill.

The goodwill is not deductible for tax purposes.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2020,] [added: 2021,] the end of the period covered by this annual report, our disclosure controls and procedures were designed to provide and were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, [removed: 2020,] [added: 2021,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our Management’s Report on Internal Control Over Financial Reporting, as of December 31, [removed: 2020,] [added: 2021,] can be found on page [removed: 47] [added: 50] of this Form 10-K, and the related Report of Independent Registered Public Accounting Firm, Ernst & Young LLP, can be found on page [removed: 48] [added: 51] of this Form 10-K, each of which is incorporated by reference into this Item 9A.

PART III

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERANCE

The information required to be furnished pursuant to Item 10 with respect to directors, executive officers, code of ethics, and audit committee and audit committee financial experts is incorporated herein by reference from the section entitled “Governance of the Company” and “Proposal No. 1 – Election of Directors” in our Proxy Statement for the 2022 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

ITEM 11.

EXECUTIVE COMPENSATION

The information required to be furnished pursuant to Item 11 with respect to executive compensation is incorporated herein by reference from the section entitled “Executive Compensation and Related Information” in our Proxy Statement for the 2022 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information relating to security ownership of certain beneficial owners and management required by Item 12 is incorporated herein by reference from the section entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement for the 2022 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

The Equity Compensation Plan Information required by Item 12 is set forth in the table below.

Equity Compensation Plan Information

Our stockholders approved the _Steel Dynamics, Inc. 2015 Equity Incentive Plan_ at our annual meeting of stockholders held May 21, 2015, and the _Amended and Restated Steel Dynamics, Inc. 2015 Equity Incentive Plan_ (2015 Plan) at our annual meeting of stockholders held May 16, 2019.

Our stockholders approved the _Amended and Restated Steel Dynamics, Inc. 2006 Equity Incentive Plan_ at our annual meeting of stockholders held May 17, 2012 (2006 Plan).

Our stockholders approved the _Steel Dynamics, Inc. 2018 Equity Incentive Compensation Plan_ at our annual meeting of stockholders held May 17, 2018 (2018 Plan).

The following table summarizes information about our equity compensation plans at December 31, 2021, all of which have been approved by stockholders.

We do not have any equity compensation plans that have not been approved by stockholders.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

| ​ | | (a) | | (b) | | (c) |

| ​ | ​ | ​ | ​ | ​ | ​ | Number of securities |

| ​ | ​ | ​ | ​ | ​ | ​ | remaining available for |

| ​ | ​ | Number of securities to be | ​ | ​ | ​ | future issuance under equity |

| ​ | ​ | issued upon exercise of | ​ | Weighted-average | ​ | compensation |

| ​ | ​ | outstanding options, | ​ | exercise price of outstanding | ​ | plans (excluding securities |

| Plan Category | ​ | warrants and rights | ​ | options, warrants and rights(1) | ​ | reflected in column (a)) |

| Equity compensation plans approved by security holders: | ​ | ​ | ​ | ​ | ​ | ​ |

| 2015 Plan and predecessor 2006 Plan (1) | | 2,057,800 | | — | | 4,158,788 |

| 2018 Plan | | 306,133 | | — | | 1,389,669 |

| Equity compensation plans not approved by security holders | | N/A | | N/A | | N/A |

| Total | ​ | 2,363,933 | ​ | — | ​ | 5,548,457 |

| (1) | Includes 1,348,258 RSUs, 266,749 DSUs, and 442,793 LTIP awards issuable upon expiration of the vesting or deferral periods, which have no exercise price. |

| --- | --- |

The information required to be furnished pursuant to Item 13 with respect to certain relationships and related transactions is incorporated herein by reference from the sections entitled [removed: “Statement] [added: “Governance] of [added: the Company – Statement of] Policy for the Review, Approval or Ratification of Transactions with Related Persons,” and “Governance of the Company – Director Independence” in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year; and from Note 10.

_Transactions with Affiliated Companies_ to our consolidated financial statements as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and each of the three years in the periods ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] included in Item 8.

_Consolidated Financial Statements and Supplementary Data_ of this Form 10-K Annual Report for the fiscal year ended December 31, [removed: 2020.][added: 2021.]

The information required to be furnished pursuant to Item 14 with respect to principal accountant fees and services is incorporated herein by reference from the sections entitled [removed: “Audit] [added: “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Audit] and Non-Audit Fees” and [removed: “Policy] [added: “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Policy] on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor” in our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

_Consolidated Financial Statements and Supplementary Data_ and described in the Index on page [removed: 46] [added: 49] of this Report.

| 21.1* | [List of our [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex21d1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex21d1.htm)] |

| 23.1* | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex23d1.htm)] |

| 24.1 | [Powers of attorney (see signature pages on pages [removed: 85] [added: 89] and [removed: 86] [added: 90] of this Report).](#POWEROFATTORNEY_980144) |

| 31.1* | [Certification of Chief Executive Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex31d1.htm)] |

| 31.2* | [Certification of Chief Financial Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex31d2.htm)] |

| 32.1* | [Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex32d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex32d1.htm)] |

| 32.2* | [Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex32d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837022002377/stld-20211231xex32d2.htm)] |

Wagler, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities to sign any and all amendments, and supplements to this [removed: 2020] [added: 2021] Annual Report on Form 10-K, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and performs each and every act and thing requisite and necessary to be done, as full to all intents and purposes as he or her might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this [removed: 2020] [added: 2021] Annual Report on Form 10-K has been signed below by the following persons on behalf of Steel Dynamics, Inc. and in the capacities and on the dates indicated.

| _/s/_ MARK D. MILLETT | [added: Chairman, President and] Chief Executive Officer [removed: and Director] | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ THERESA E. WAGLER | Executive Vice President and Chief Financial Officer | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ KEITH E. BUSSE | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ SHEREE L. BARGABOS | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ FRANK D. BYRNE, M.D. | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ KENNETH W. CORNEW | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ TRACI M. DOLAN | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ JAMES C. MARCUCCILLI | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ BRADLEY S. SEAMAN | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ GABRIEL L. SHAHEEN | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ STEVEN A. SONNENBERG | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| _/s/_ RICHARD P. TEETS, JR. | Director | [removed: March 1, 2021] [added: February 28, 2022] |

| ​ | ​ |

| February 28, 2022 | ​ | |

| _/s/_ LUIS M. SIERRA | Director | February 28, 2022 |

| Luis M. Sierra | ​ | ​ |

| ​ | ​ | ​ |

| 95* | [Mine Safety Disclosures.](https://www.sec.gov/Archives/edgar/data/1022671/000155837021002129/stld-20201231xex95.htm) |

| March 1, 2021 | ​ | |

The information required to be furnished pursuant to Item 10 with respect to directors, executive officers, code of ethics, and audit committee and audit committee financial experts is incorporated herein by reference from the section entitled “Governance of the Company” and “Election of Directors” in our Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

The information required to be furnished pursuant to Item 11 with respect to executive compensation is incorporated herein by reference from the section entitled “Executive Compensation and Related Information” in our Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

The information relating to security ownership of certain beneficial owners and management required by Item 12 is incorporated herein by reference from the section entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

The Equity Compensation Plan Information required by Item 12 is set forth in the table below.

Equity Compensation Plan Information

Our stockholders approved the _Steel Dynamics, Inc. 2015 Equity Incentive Plan_ at our annual meeting of stockholders held May 21, 2015, and the _Amended and Restated Steel Dynamics, Inc. 2015 Equity Incentive Plan_ (2015 Plan) at our annual meeting of stockholders held May 16, 2019.

Our stockholders approved the _Amended and Restated Steel Dynamics, Inc. 2006 Equity Incentive Plan_ at our annual meeting of stockholders held May 17, 2012 (2006 Plan).

Our stockholders approved the _Steel Dynamics, Inc. 2018 Equity Incentive Compensation Plan_ at our annual meeting of stockholders held May 17, 2018 (2018 Plan).

The following table summarizes information about our equity compensation plans at December 31, 2020, all of which have been approved by stockholders.

We do not have any equity compensation plans that have not been approved by stockholders.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

| ​ | | (a) | | (b) | | (c) |

| ​ | ​ | ​ | ​ | ​ | ​ | Number of securities |

| ​ | ​ | ​ | ​ | ​ | ​ | remaining available for |

| ​ | ​ | Number of securities to be | ​ | ​ | ​ | future issuance under equity |

| ​ | ​ | issued upon exercise of | ​ | Weighted-average | ​ | compensation |

| ​ | ​ | outstanding options, | ​ | exercise price of outstanding | ​ | plans (excluding securities |

| Plan Category | ​ | warrants and rights | ​ | options, warrants and rights (1) | ​ | reflected in column (a)) |

| Equity compensation plans approved by security holders: | ​ | ​ | ​ | ​ | ​ | ​ |

| 2015 Plan and predecessor 2006 Plan (1) | | 2,408,330 | | — | | 6,173,243 |

| 2018 Plan | | 300,487 | | — | | 1,547,064 |

| Equity compensation plans not approved by security holders | | N/A | | N/A | | N/A |

| Total | ​ | 2,708,817 | ​ | — | ​ | 7,220,307 |

| (1) | Includes 1,698,579 RSUs, 276,866 DSUs, and 432,885 LTIP awards issuable upon expiration of the vesting or deferral periods, which have no exercise price. |

| --- | --- |