Steel Dynamics (STLD) 10-K risk factor changes: FY2023 vs FY2022

Global or domestic actions or conditions, including political actions, trade policies or restrictions, [removed: such as the United States-Mexico-Canada Agreement (USMCA),] proposed or actual changes in tax laws, such as those introduced, proposed or actual regulation, [removed: such as] [added: including] those related to the environment, [removed: increasing] interest rates, terrorism, acts of war or hostility, natural disasters, or pandemics, epidemics, widespread illness or other health issues, [removed: such as COVID-19 or its variants,] could result in changing economic conditions in the United States and globally, disruptions to or slowdowns in our 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, [added: energy] and pipe and tube (including OCTG) markets, and these industries are also cyclical in nature and [removed: have recently experienced] [added: may experience] supply chain disruptions.

We are also exposed to risks associated with the creditworthiness of our customers and suppliers, which during times of [removed: increased] [added: high] interest rates can be intensified.

If the availability of credit to fund or support the continuation and expansion of our customers’ business operations is curtailed or if the cost of that credit is [removed: increased,] [added: high,] the resulting inability of our customers or of their customers to either access credit or absorb the [removed: increased] cost of that credit may adversely affect our business by reducing our sales or by increasing our exposure to losses from uncollectible customer accounts.

Such excess capacity sometimes results in steel manufacturers in certain countries exporting steel and steel products, [removed: including pre-fabricated long product steel,] at prices that are lower than prevailing domestic prices, and sometimes at or below their cost of production.

Excessive imports of steel and steel products, [removed: including pre-fabricated steel,] into the United States, may 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 a strong United States dollar makes imported products less expensive, potentially resulting in more imports of steel [added: and steel] products into the United States by our foreign competitors.

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

Competition from foreign producers is typically strong and is periodically exacerbated by weakening of the economies of certain foreign steelmaking countries, at times [removed: due] [added: leading] to imports of steel involving dumping and subsidy abuses by foreign steel producers.

Additionally, [removed: low] [added: at times when] iron ore [removed: prices, resulting in] [added: prices are low,] disruption of the scrap price correlation to iron [removed: ore, leads] [added: ore may occur, which may lead] to reduced global costs to produce steel, further depressing steel import prices.

While measures to curb unfair trade such as tariffs, duties or quotas, [removed: and the renegotiation of] [added: along with] trade agreements with other countries, [removed: including the USMCA,] have decreased the volume of steel and steel products imports, domestic steel and steel products prices [removed: remain] [added: can be] negatively impacted by excessive imports of steel and steel products.

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

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

Government actions globally, including United States federal and state governmental actions, related to [removed: COVID-19 and its variants] [added: pandemics, epidemics, widespread illness or other health issues] have [added: historically] impacted [removed: and may further impact] demand for our products, our supply chain, [removed: and] our [removed: employees.][added: employees, the economy generally, inflation and high interest rates, and any similar future actions may result in similar or additional impacts.]

The sale of our manufactured steel products is directly affected by demand for our products in other cyclical industries, such as construction, automotive, manufacturing, transportation, heavy and agriculture equipment, [added: energy] and pipe and tube (including OCTG) markets.

Economic difficulties, stagnant or slow global economies, [removed: supply/demand] [added: supply and demand] imbalances, supply chain disruptions, periods of heightened inflation or [removed: increased] [added: high] interest rates, 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.

Volatility and major fluctuations in prices and availability of scrap metal, scrap [removed: substitutes,] [added: substitutes] and supplies, and our potential inability to pass higher costs on to our customers, may constrain operating levels and reduce profit margins.

Steel producers require large amounts of raw materials, including ferrous scrap metal and scrap substitute products such as pig [removed: iron, pelletized] iron and [added: pelletized iron, and] other supplies such as zinc, graphite electrodes and ferroalloys.

The principal raw material of our EAF steel operations is recycled ferrous scrap derived from, among other sources, “home [removed: scrap”,] [added: scrap,”] generated internally at steel mills themselves, industrial scrap, generated as a by-product of manufacturing, obsolete scrap, recycled from end-of-life automobiles, [removed: appliances,] [added: appliances] and machinery, and demolition scrap, recycled from obsolete structures, containers and machines.

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

However, given environmental considerations of investors, customers and regulators, additional EAF mills may be constructed, [added: or companies currently operating blast furnace mills may invest in EAF mills,] leading to increased demand in ferrous scrap possibly resulting in higher scrap prices.

The availability and prices of raw materials and supplies, particularly those with positive environmental attributes, may also be negatively affected by new, [removed: existing,] [added: existing] or changing laws, regulations, 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 uses, all of which may be heighted during times of war or [removed: hostilities, including those occurring in Eastern Europe as it relates to global pig iron supply.][added: hostilities.]

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

We rely on third parties for the supply of energy resources [removed: we require in our production activities.]

Accordingly, we are at risk in the event of an energy disruption, including power outages, power unavailability or inability to obtain power [added: at a reasonable price or] with sufficient desired environmental attributes.

Prolonged [removed: blackouts or] [added: blackouts,] curtailments or disruptions caused by natural disasters or by political or environmental considerations would substantially disrupt our production.

[removed: In 2021, we announced that we] [added: We] are taking further action to reduce our environmental footprint through our 2025, 2030, and 2050 goals for GHG emission reduction and increased renewable energy usage.

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

Any adopted [removed: 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: regulations,] or could affect our environmental disclosures for any allowances, offsets or credits.

Additionally, during 2022 we announced our planned project to construct and operate a recycled aluminum flat [removed: roll] [added: rolled products] mill with an anticipated annual production capacity of 650,000 tonnes of finished products to be located in Columbus, Mississippi, with two supporting satellite recycling aluminum slab centers.

Further, additional EAF steel mill construction [added: or blast furnace mills investing in EAF mills] could increase the demand for scrap, potentially resulting in higher scrap prices or periods of decreased scrap supply.

Increased [removed: global] cybersecurity and information technology security requirements, vulnerabilities and threats and a rise in sophisticated and targeted 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.

Additionally, [removed: 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.

[removed: Any of these cybersecurity] and information technology breaches or disruptions may result in reputational harm and may adversely affect our business, results of operations, financial condition and cash flows.

These expansions and transactions, including our [removed: announced] planned recycled aluminum flat [removed: roll] [added: rolled products] mill with an anticipated annual production capacity of 650,000 tonnes of finished products to be located in Columbus, Mississippi, may involve some or all of the following risks:

● the risk of not being able to adequately obtain sufficient labor to efficiently build or staff a new [removed: facility;][added: facility, while maintaining our culture;]

● the difficulty of integrating new or acquired operations and personnel into our existing [removed: operations;][added: operations, while maintaining our culture;]

● the risk of becoming involved in labor, commercial, or regulatory disputes or litigation related to [removed: the] new operations or acquired businesses;

Delays in achieving full operational capacity [added: at our Sinton Flat Roll Division has and] may [added: continue to, and any delays in our announced planned recycled aluminum flat rolled products mill may,] adversely affect our prospects, business, financial condition, results of operations and cash flows.

We are involved from time to time in various litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which [removed: at the present time] are [added: currently] expected to have a material impact on our financial conditions, results of operations or liquidity.

we require in our production activities.

Any of these cybersecurity

The response to COVID-19 has adversely affected and may continue to adversely affect us and the economy generally, as a result of, among other things, labor shortages, supply chain disruptions, inflation and rising interest rates.

Additionally, while our operations have not been curtailed, virus variants that are more contagious or more severe could 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.

We or certain of our customers and suppliers have and may continue to experience supply chain disruptions, which may adversely affect our operations.

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.

Until the timing, scope and extent of any future regulation becomes known, we cannot predict the effect on our financial condition, operating performance and ability to compete.

We did not experience any material information security breaches or third-party information security breaches during 2022, 2021, or 2020 and we did not incur any net expenses from information security breach penalties and settlements during 2022, 2021, or 2020.

As our Sinton Flat Roll Division ramps up, we have faced and could continue to face start-up inefficiencies.

Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health [removed: issues, such as COVID-19 or its variants;] [added: issues;] (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 supplies, and our potential inability to pass higher costs on to our customers; (6) cost and availability of electricity, natural gas, oil, [removed: or] [added: and] other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations [added: from our customers] or [added: related] regulations; (8) compliance with and changes in environmental and remediation requirements; (9) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10) availability of an adequate source of supply 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 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 impairment charges.

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

Other income consists of interest income earned on our temporary cash [removed: deposits and] [added: deposits,] short-term [removed: investments;] [added: and other investments, and] any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method.

During [removed: 2022,] [added: 2023, underlying] domestic steel demand [removed: continued to be strong throughout the year,] [added: was firm,] supported [removed: most significantly] by the construction, automotive, [removed: industrial,] and energy sectors.

Customer steel inventories [added: also] remained below historical [removed: averages for most of the year, allowing for] [added: averages, in combination resulting in generally] steady order patterns.

Diluted earnings per share attributable to Steel Dynamics, Inc. was [removed: $20.92] [added: $14.64] for [removed: 2022,] [added: 2023,] compared to [removed: $15.56] [added: $20.92] for [removed: 2021.][added: 2022.]

_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: 2021,] [added: 2022,] for additional information regarding results of operations for the year ended December 31, [removed: 2021,] [added: 2022,] as compared to the year ended December 31, [removed: 2020,] [added: 2021,] and segment operating results for [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

| ​ | ​ | [removed: 2022] [added: 2023] | | ​ | % Change | ​ | [removed: 2021] [added: 2022] | | ​ |

| ​ | Metals Recycling Operations | ​ | [removed: 4,395,636] [added: 4,360,127] | ​ | [removed: (4)%] [added: (1)%] | ​ | ​ | [removed: 4,590,121] [added: 4,395,668] | ​ |

| ​ | Steel Fabrication Operations | ​ | [removed: 4,257,207] [added: 2,806,777] | ​ | [removed: 141%] [added: (34)%] | ​ | ​ | [removed: 1,764,710] [added: 4,257,207] | ​ |

| ​ | Steel Fabrication Operations | ​ | [removed: 2,424,655] [added: 1,593,261] | ​ | [removed: 564%] [added: (34)%] | ​ | ​ | [removed: 365,250] [added: 2,424,655] | ​ |

| ​ | Intra-company | ​ | [removed: 54,381] [added: 6,016] | ​ | ​ | ​ | ​ | [removed: (54,894)] [added: 54,381] | ​ |

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

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

Steel operations accounted for [removed: 65%] [added: 67%] and [removed: 72%] [added: 65%] of our consolidated net sales during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| ​ | ​ | [removed: 2022] [added: 2023] | ​ | % Change | ​ | [removed: 2021] [added: 2022] | ​ |

| ​ | Steel Operations Segment shipments | [removed: 10,804,344] [added: 11,371,921] | ​ | [removed: 7%] [added: 5%] | ​ | [removed: 10,111,115] [added: 10,804,249] | ​ |

[removed: ][added: ]

Segment Results [removed: 2022] [added: 2023] vs. [removed: 2021][added: 2022]

Net sales for the steel operations segment were [removed: 8% higher] [added: 13% lower] in [removed: 2022] [added: 2023] when compared to [removed: 2021,] [added: historically high prices in 2022,] due to [removed: stable] [added: lower] average steel selling prices [removed: and] [added: more than offsetting] record volumes.

As a result of [removed: scrap costs increasing more than] average selling [removed: prices,] [added: prices decreasing more than scrap costs,] specifically for sheet steel products, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap consumed in our steel mills) decreased [removed: slightly] [added: 20%] in [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

Due to [added: this] metal spread [removed: compression and additional costs during start-up at Sinton,] [added: compression,] operating income for the steel operations decreased [removed: 29%,] [added: 39%,] to [removed: $3.1] [added: $1.9] billion, in [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

Our steel mills utilize a large portion [removed: (approximately 66% in 2022 and 2021)] 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 [removed: 10% and] 12% [added: and 10%] of our consolidated net sales during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

| ​ | ​ | ​ | [removed: 2022] [added: 2023] | ​ | % Change | ​ | [removed: 2021] [added: 2022] | ​ |

| ​ | Total | ​ | [removed: 5,301,774] [added: 5,779,114] | ​ | [removed: (3)%] [added: 9%] | ​ | [removed: 5,442,478] [added: 5,301,774] | ​ |

| ​ | Inter-company | ​ | [removed: (3,475,662)] [added: (3,579,958)] | ​ | [removed: 3%] [added: ​] | ​ | [removed: (3,574,668)] [added: (3,475,662)] | ​ |

| ​ | External shipments | ​ | [removed: 1,826,112] [added: 2,199,156] | ​ | [removed: (2)%] [added: 20%] | ​ | [removed: 1,867,810] [added: 1,826,112] | ​ |

| ​ | Total | ​ | [removed: 1,053,852] [added: 1,108,211] | ​ | [removed: (4)%] [added: 5%] | ​ | [removed: 1,093,472] [added: 1,053,852] | ​ |

| ​ | Inter-company | ​ | [removed: (138,407)] [added: (157,892)] | ​ | [removed: (2)%] [added: ​] | ​ | [removed: (135,914)] [added: (138,407)] | ​ |

| ​ | External shipments | ​ | [removed: 915,445] [added: 950,319] | ​ | [removed: (4)%] [added: 4%] | ​ | [removed: 957,558] [added: 915,445] | ​ |

Net sales for our metals recycling operations [removed: decreased 4%] in [removed: 2022 as compared] [added: 2023 were comparable] to [removed: 2021, driven by lower] [added: 2022, as increased] shipments [added: were offset by ferrous] and [added: nonferrous] average selling [removed: values.][added: prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.]

Ferrous metal spread (which we define as the difference between average selling prices and the cost of purchased scrap) decreased [removed: 2%, while] [added: 7% and] nonferrous metal spread [removed: also decreased 2% in 2022] [added: increased 9% during 2023] compared to [removed: 2021.][added: 2022.]

Revenues from these plants are generated from the fabrication of [added: trusses, girders,] steel joists, [removed: girders, trusses,] and steel deck used within the non-residential construction industry.

Steel fabrication operations accounted for [removed: 19%] [added: 15%] and [removed: 10%] [added: 19%] of our consolidated net sales during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: ][added: ]

The purchase of various steel products is the largest single cost of production for our steel fabrication operations, historically representing approximately two-thirds of the total cost of [removed: manufacturing, increasing to approximately three-fourths during 2022 and 2021 consistent with the historically higher steel costs.][added: manufacturing.]

The average cost of steel consumed [removed: increased 24%] [added: decreased 26%] in [removed: 2022,] [added: 2023,] as compared to [removed: 2021.][added: 2022.]

[removed: Selling] [added: Due to decreased selling] prices per ton [removed: increased] more than [added: offsetting decreased] steel input costs per ton, [removed: resulting in] metal spread (which we define as the difference between average selling prices and the cost of purchased steel) [removed: increasing 258%] [added: contracted 10%] in [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

Consolidated Results [removed: 2022] [added: 2023] vs. [removed: 2021][added: 2022]

2023 Overview

This solid market environment, coupled with the continued ramp-up of Sinton, drove record annual shipments of 12.8 million tons for our steel operations.

Despite a challenging pricing environment throughout much of the year, our metals recycling teams meaningfully increased volume during 2023 compared to 2022.

Our steel fabrication business achieved its second highest annual earnings during 2023, on continued solid non-residential construction demand.

Our consolidated net sales of $18.8 billion and cash flow from operations of $3.5 billion were our second-best and our consolidated operating income of $3.2 billion was our third-best performance in company history.

Metal spread compression among each of our operating segments resulted in significantly lower operating income in 2023 compared to our record 2022 earnings despite continued strong market demand and volumes.

Consolidated operating income for 2023 decreased $1.9 billion, or 38%, to $3.2 billion, compared to a record $5.1 billion in 2022.

Net income attributable to Steel Dynamics, Inc. for 2023 decreased $1.4 billion, or 37%, to $2.5 billion, compared to a record in 2022.

Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations (now including warehouse operations previously included in Other), metals recycling operations, steel fabrication operations, and a new reportable segment, aluminum operations.

Segment information provided within this Form 10-K has been recast for all prior periods consistent with the current reportable segment presentation.

Aluminum Operations includes the results of the recycled aluminum flat rolled products mill in Columbus, Mississippi, and two satellite recycled aluminum slab centers located in Arizona and Mexico, all of which are currently being constructed.

The results of this segment currently consist of construction and start-up costs recorded in selling, general and administrative expenses, included within the discussion of consolidated results within the Other Operations section below.

During 2023, there were no additional results of operations, such as those related to shipments or production, to be discussed.

Operations are expected to begin in 2025.

Our 2023 change in reportable segments did not change the discussion previously provided.

| ​ | Steel Operations | $ | 13,067,622 | ​ | (13)% | ​ | $ | 15,100,996 | ​ |

| ​ | Aluminum Operations | ​ | \- | ​ | \- | ​ | ​ | \- | ​ |

| ​ | Other | ​ | 1,171,901 | ​ | (9)% | ​ | ​ | 1,287,980 | ​ |

| ​ | ​ | ​ | 21,406,427 | ​ | ​ | ​ | ​ | 25,041,851 | ​ |

| ​ | Intra-company | ​ | (2,611,111) | ​ | ​ | ​ | ​ | (2,781,077) | ​ |

| ​ | ​ | $ | 18,795,316 | ​ | (16)% | ​ | $ | 22,260,774 | ​ |

| ​ | Steel Operations | $ | 1,881,600 | ​ | (39)% | ​ | $ | 3,092,689 | ​ |

| ​ | Metals Recycling Operations | ​ | 88,654 | ​ | (24)% | ​ | ​ | 116,497 | ​ |

| ​ | Aluminum Operations | ​ | (23,773) | ​ | (909)% | ​ | ​ | (2,355) | ​ |

| ​ | Other | ​ | (394,577) | ​ | 34% | ​ | ​ | (594,045) | ​ |

| ​ | ​ | ​ | 3,145,165 | ​ | ​ | ​ | ​ | 5,037,441 | ​ |

| ​ | ​ | $ | 3,151,181 | ​ | (38)% | ​ | $ | 5,091,822 | ​ |

| ​ | Total shipments | 12,821,753 | ​ | 5% | ​ | 12,159,189 | ​ |

| ​ | Intra-segment shipments | (1,449,832) | ​ | ​ | ​ | (1,354,940) | ​ |

| ​ | External shipments | 10,976,707 | ​ | 5% | ​ | 10,411,490 | ​ |

During 2023, our steel operations achieved record annual shipments of 12.8 million tons (11.4 million excluding intra-segment) a 5% increase over 2022 shipments, including 1.4 million tons from Sinton during 2023, an increase of 67% over 2022.

Customer order activity and steel demand were strong during 2023, with the construction, automotive, industrial, and energy sectors continuing to lead demand.

In spite of strong market demand, average selling prices were lower during 2023 compared to 2022, as total steel segment average selling prices decreased 18%, or $249 per ton, compared to 2022.

Sheet steel pricing was 22% lower, while long products pricing decreased 6%.

Our metallic raw material cost consumed in our steel mills decreased $61 per net ton, or 13%, in 2023 compared to 2022, consistent with overall decreased domestic scrap pricing noted below in the metals recycling operations segment discussion.

In 2023 and 2022, 62% and 66%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 82% and 77% including Sinton (91% and 92% exclusive of Sinton) in 2023 and 2022, respectively.

Segment Results 2023 vs. 2022

During 2023, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in higher ferrous and nonferrous scrap shipments compared to 2022.

We were able to increase shipments even as domestic steel mill utilization rates declined slightly to approximately 75% in 2023, as compared to approximately 78% in 2022.

Ferrous and nonferrous shipments increased 9% and 5%, respectively, in 2023 compared to 2022.

2022 Overview

This strong market environment allowed annual average steel selling prices to remain at historically high levels, with steady steel operations segment metal spreads compared to 2021, partially offset by additional costs of $439 million during start-up at Sinton.

Our metals recycling operations experienced a challenging pricing environment in 2022, with ferrous scrap prices generally falling throughout the year.

Metal spread compression, coupled with lower volumes, resulted in significantly lower operating income.

Our steel fabrication operations segment achieved significantly higher record operating income and record shipments during 2022, on continued strong non-residential construction demand, record average selling prices and stable average steel product pricing.

The symbiotic relationship among our three operating segments resulted in record companywide financial and operational performance during 2022.

We achieved record 2022 operational and financial results.

| | ● | Record net sales of $22.3 billion |

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

| | ● | Record operating income of $5.1 billion and net income of $3.9 billion |

| | ● | Record cash flow from operations of $4.5 billion |

| | ● | Record steel and steel fabrication shipments of 12.2 million and 856,000 tons, respectively |

| | ● | Record steel fabrication operating income of $2.4 billion |

| | ● | Share repurchases of $1.8 billion of our common stock, representing 12% of our outstanding shares |

Consolidated operating income for 2022 increased $790.7 million, or 18%, to $5.1 billion, compared to $4.3 billion in 2021.

Net income attributable to Steel Dynamics, Inc. for 2022 increased $648.6 million, or 20%, to $3.9 billion, compared to 2021.

| ​ | Steel Operations | $ | 15,100,917 | ​ | 8% | ​ | $ | 14,023,133 | ​ |

| ​ | Other | ​ | 1,288,984 | ​ | 2% | ​ | ​ | 1,266,971 | ​ |

| ​ | ​ | ​ | 25,042,744 | ​ | ​ | ​ | ​ | 21,644,935 | ​ |

| ​ | Intra-company | ​ | (2,781,970) | ​ | ​ | ​ | ​ | (3,236,085) | ​ |

| ​ | ​ | $ | 22,260,774 | ​ | 21% | ​ | $ | 18,408,850 | ​ |

| ​ | Steel Operations | $ | 3,095,348 | ​ | (29)% | ​ | $ | 4,360,488 | ​ |

| ​ | Metals Recycling Operations | ​ | 117,266 | ​ | (36)% | ​ | ​ | 181,986 | ​ |

| ​ | Other | ​ | (599,828) | ​ | (9)% | ​ | ​ | (551,725) | ​ |

| ​ | ​ | ​ | 5,037,441 | ​ | ​ | ​ | ​ | 4,355,999 | ​ |

| ​ | ​ | $ | 5,091,822 | ​ | 18% | ​ | $ | 4,301,105 | ​ |

| ​ | Total shipments | 12,158,168 | ​ | 8% | ​ | 11,217,640 | ​ |

| ​ | Intra-segment shipments | (1,353,824) | ​ | ​ | ​ | (1,106,525) | ​ |

| ​ | External shipments | 10,410,469 | ​ | 9% | ​ | 9,559,617 | ​ |

During 2022, domestic steel demand remained strong from the construction, automotive, industrial, and energy sectors, resulting in record shipments of 10.8 million tons in 2022, including 828,000 tons from Sinton.

Average product pricing for our steel operations, though higher year over year compared to 2021, experienced steady declines throughout 2022 for sheet steel products, which had risen to record levels at the end of 2021.

Conversely, long products realized higher selling prices through the majority of 2022.

Steel operations segment shipments increased 7% in 2022 compared to 2021, as Sinton started up production throughout the year, with average selling prices remaining steady.

Our metallic raw material cost consumed in our steel mills increased $28 per net ton, or 6%, in 2022 compared to 2021.

In October 2022, we completed our acquisition of ROCA ACERO, S.A. de C.V. (ROCA), whose post-acquisition operations are included in 2022 results.

Our metals recycling operations faced a challenging price environment during 2022.

Domestic steel mill utilization rates decreased to approximately 78% in 2022 from 81% in the prior year, impacting demand for ferrous scrap.

Ferrous scrap average selling prices decreased 4% during 2022 compared to 2021, falling nine out of twelve months during the year, while nonferrous average selling prices increased 3%.

Metals recycling operations operating income in 2022 of $117.3 million decreased $64.7 million, or 36%, from the record in 2021, due to decreased ferrous and nonferrous shipments and metal spread.

Our steel fabrication operations benefited in 2022 from a steady non-residential construction market, as order activity remained strong throughout the year, resulting in record shipments and significantly higher selling prices.

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: 2023,] 2022, [removed: 2021,] or [removed: 2020.][added: 2021.]

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: 2022] [added: 2023] (in thousands):

| ​ | Thereafter | ​ | ​ | [removed: 1,500,361] [added: 1,500,000] | ​ | ​ | 3.3 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

At December 31, [removed: 2022,] [added: 2023,] we had a cumulative unrealized loss associated with these financial contracts of [removed: $3.1] [added: $6.8] million, substantially all of which have settlement dates in [removed: 2023.][added: 2024.]

| ​ | 2024 | ​ | $ | 400,901 | ​ | ​ | 2.8% | ​ | $ | 59,794 | ​ | ​ | 7.2% | ​ |

| ​ | 2025 | ​ | ​ | 400,653 | ​ | ​ | 2.4 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2026 | ​ | ​ | 400,453 | ​ | ​ | 5.0 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2027 | ​ | ​ | 350,035 | ​ | ​ | 1.7 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2028 | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,052,042 | ​ | ​ | 3.2% | ​ | $ | 59,794 | ​ | ​ | 7.2% | ​ |

| ​ | Fair value | ​ | $ | 2,776,826 | ​ | ​ | ​ | ​ | $ | 59,794 | ​ | ​ | ​ | ​ |

| ​ | 2023 | ​ | $ | 2,254 | ​ | ​ | 4.1% | ​ | $ | 55,080 | ​ | ​ | 5.6% | ​ |

| ​ | 2024 | ​ | ​ | 401,800 | ​ | ​ | 2.8 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2025 | ​ | ​ | 401,608 | ​ | ​ | 2.4 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

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

| ​ | 2027 | ​ | ​ | 351,142 | ​ | ​ | 1.7 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,058,646 | ​ | ​ | 3.2% | ​ | $ | 55,080 | ​ | ​ | 5.6% | ​ |

| ​ | Fair value | ​ | $ | 2,677,777 | ​ | ​ | ​ | ​ | $ | 55,080 | ​ | ​ | ​ | ​ |

Steel Dynamics, Inc. is one of the largest domestic steel producers and metal recyclers in the United States, based on estimated steelmaking and steel coating capacity of approximately 16 million tons and actual metals recycling volumes as of December 31, [removed: 2022,] [added: 2023,] with one of the most diversified product and end market portfolios in the domestic steel industry, combined with meaningful downstream steel fabrication operations.

The company’s primary sources of revenue are [added: currently] from the manufacture and sale of steel products, the processing and sale of recycled ferrous and nonferrous metals, and the fabrication and sale of steel joists and deck products.

Throughout our history and today, we seek to provide unique supply-chain alternatives for our customers to increase efficiency, [removed: to] reduce time and costs, and [removed: to] promote decarbonization opportunities.

We will continue to seek additional [removed: opportunities] [added: opportunities, such as entering into the recycled aluminum flat rolled products market,] and to collaborate with our customers to anticipate their future needs by further expanding our range of products and offerings.

These new coating lines are expected to begin operating in [removed: the second half of 2023.][added: early 2024.]

Sinton was fully commissioned during the first half of 2022, and operations have continued to ramp up as the team navigated unexpected challenges related to [removed: power and] equipment during [removed: 2022.][added: 2023.]

Our steel fabrication operations and downstream processing locations [removed: use a significant amount of steel in their operations.]

During weaker steel demand environments, we can source more of their steel needs internally, and during strong steel demand environments, we have [removed: optionality] [added: the option] to also purchase their steel needs externally.

In [removed: 2022,] [added: 2023,] our own steel consuming businesses purchased [removed: 1.7] [added: 1.8] million tons of steel from our steel mills, representing 14% of our total [removed: 2022] [added: 2023] steel shipments.

Our metals recycling platform is the largest supplier of recycled ferrous scrap to our steel [added: operations and is expected to be the largest supplier of recycled nonferrous scrap to our aluminum] operations.

This allows us to [removed: manage] [added: reduce] companywide working capital, as lower scrap volume is required at our steel mills.

Coupled with our low-cost, highly variable operating cost structure and our continued operating innovation and efficiency, we are one of the most profitable and [removed: low-cost] [added: lowest-cost] domestic steel producers.

Transformational Growth / New [added: Recycled] Aluminum Flat [removed: Roll] [added: Rolled Products] Mill

In [removed: July] 2022, we announced our [removed: new planned $2.5] [added: $2.7] billion project to construct and operate a 650,000 metric ton [added: recycled] aluminum flat rolled products mill in Columbus, Mississippi, with two supporting satellite [removed: recycling] [added: recycled] aluminum slab centers.

The state-of-the-art [added: recycled] aluminum flat [removed: roll] [added: rolled products] mill will utilize a significant amount of aluminum scrap, and as such is also a complementary extension of the company’s metals recycling platform.

We believe EAF production is [removed: currently] the [removed: steelmaking technology that provides the least environmental impact,] [added: best commercially available steelmaking,] is the most cost efficient, and provides the most flexibility, and as such, has been our method of [removed: growth.][added: growth for our steel operations.]

We encourage the use of new technologies and processes to reduce our impact on the environment, including a strategic focus on [added: lowering] carbon [removed: mitigation.][added: emissions.]

[removed: In 2021, we announced that we] [added: We] are taking further action to reduce our environmental footprint through our 2025, 2030, and 2050 goals for GHG emissions reduction and increased renewable energy usage.

We endeavor for [removed: continual] [added: continuous] improvement in [removed: minimizing carbon dioxide emissions,] [added: decarbonization,] while maintaining compliance with [added: regulated] emission [removed: limit regulations.][added: limits.]

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

We analyze the latest available technologies to also determine whether emissions can be [removed: minimized.][added: further lowered.]

The joint [removed: venture plans to construct and] [added: venture, which is in the process of construction, will] operate a biocarbon production facility in Columbus, Mississippi [added: and is planned] to supply our EAF steel [removed: mill] [added: mills] with a renewable [added: product] alternative to [removed: fossil fuel carbon using] [added: anthracite used in] our [removed: joint venture partner Aymium’s patented technology.][added: steelmaking operations.]

The facility is expected to produce up to 228,000 metric tons per year, [removed: resulting] [added: which could result] in [added: as much as] an estimated 35% reduction in our steel mills’ Scope 1 GHG emissions.

Operations are planned to begin [removed: early] [added: in late] 2024.

| Mark D. Millett | ​ | [removed: 63] [added: 64] | ​ | [added: Co-founder,] Chairman, [removed: President] and Chief Executive Officer |

| Theresa E. Wagler | ​ | [removed: 52] [added: 53] | ​ | Executive Vice President, Chief Financial Officer, and Corporate Secretary |

| Miguel Alvarez | ​ | [removed: 55] [added: 56] | ​ | Senior Vice President, Metals Recycling |

| Chris A. Graham | ​ | [removed: 58] [added: 59] | ​ | Senior Vice President, [removed: Long Products] [added: Flat Roll] Steel Group |

| Glenn A. Pushis | ​ | [removed: 57] [added: 58] | ​ | Senior Vice President, Special Projects |

[removed: | Barry T. Schneider | ​ | 54 | ​ |] [added: Graham_ was appointed our] Senior Vice President, Flat Roll Steel Group [removed: |][added: in October 2023.]

| James S. Anderson | ​ | [removed: 62] [added: 63] | ​ | Senior Vice President, Steel Fabrication |

Mr. Millett has been [removed: the] [added: our] Board Chair since May 2021 and has been our [removed: President and] Chief Executive Officer since January 2012.

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

Mr. Millett [removed: currently] serves as [added: Past] Chairman of the Steel Manufacturers Association (SMA).

[removed: During] [added: In] 2014 and 2022, Mr. Millet was named Steelmaker of the Year by the Association of Iron and Steel Technology.

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

In addition, Ms. Wagler serves as a [removed: director and] [added: director,] chair of the audit [added: committee, and a member of the environmental sustainability and community] committee of CF Industries Holdings, Inc., a public company, and also serves as a [removed: director] [added: trustee] for Trine University and [added: director] for the Metals Service Center Institute.

[removed: Graham_] [added: Anderson_] has been our Senior Vice President, [removed: Long Products] Steel [removed: Group,] [added: Fabrication] since [removed: February 2019.][added: March 2022.]

In this role, Mr. Graham [removed: is] [added: was] responsible for the company’s four long product steel mills, along with a downstream finishing operation and the company’s copper rod manufacturing facility.

From 2019 until 2022, Mr. Pushis was responsible for the successful design and construction of the [added: Company’s new] Southwest-Sinton Flat Roll Division developed to serve the Southwestern United States and Mexico.

| | ● | Health & Safety – Safety is our primary focus and core value. Nothing surpasses the importance of creating and maintaining a safe work environment. Our goal is zero injuries—no accidents. |

use a significant amount of steel in their operations.

We have had customers indicate that they would like to co-locate on the rolling mill site in Columbus, enhancing cost efficiencies and reducing emissions across the supply chain.

The product mix from the flat rolled products mill is expected to be approximately 45% can stock, 35% automotive, and 20% common alloy and industrial use.

The two satellite recycling aluminum slab centers are expected to begin operations in late 2024 and mid-2025, and the recycled aluminum flat rolled products mill is expected to begin commissioning in mid-2025.

This method of steelmaking emits approximately one-third of the Scope 1, 2 and 3 GHG emissions and uses less than one-quarter of the energy of the global blast furnace steelmaking averages on a per metric ton basis.

| Barry T. Schneider | ​ | 55 | ​ | President and Chief Operating Officer |

| Richard A. Poinsatte | ​ | 57 | ​ | Senior Vice President and Treasurer |

Schneider_ was appointed our President and Chief Operating Officer in March 2023.

Mr. Schneider is responsible for the company’s steel platform, steel fabrication platform, and metals recycling platform.

Before that, Mr. Schneider served as our Senior Vice President, Flat Roll Steel Group, between March 2016 and February 2023, responsible for the company’s entire flat roll steel operations, including the company’s three flat roll steel mills and numerous flat roll processing, coating, and distribution operations.

Previously, Mr. Anderson served as Vice President, Steel Fabrication and President of New Millennium Building Systems.

Before that, Mr. Graham served as our Senior Vice President, Long Products Steel Group.

In addition, Mr. Graham completed the Harvard Advanced Management Program in 2017.

_Richard A.

Poinsatte_ was appointed to Senior Vice President in October 2023 and as Treasurer is responsible for the areas of treasury, legal, business development, and risk.

Mr. Poinsatte joined Steel Dynamics in 2000, as the Chief Financial Officer of one of the company’s joint venture businesses, which is now part of the steel fabrication platform.

During his time with Steel Dynamics, he has held positions of increasing responsibility, including the operating position of General Manager of the company’s Florida steel fabrication plant.

Since 2008, he has been responsible for the company’s treasury, risk, and legal applications.

Mr. Poinsatte earned a bachelor’s degree in accounting from the University of Notre Dame, and he is a certified public accountant.

Mr. Pushis is responsible for the successful design and construction of the company’s new 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi with two satellite recycled aluminum slab centers in the Southwestern United States and Northcentral Mexico.

In 2023, our overall team retention was approximately 80%, with U.S.-based teams retention of 89%.

In the fourth quarter 2023, we changed our reportable segments, consistent with how we currently manage the business, which include steel operations (including warehousing operations previously included in “Other”), metals recycling operations, steel fabrication operations, and our new aluminum operations.

Segment information provided within this Form 10-K has been recast for all prior periods presented, consistent with the current reportable segment presentation.

We are predominantly a domestic steel company with growing sales in Mexico.

Our

| ​ | ​ | 2023 | ​ | 2022 | ​ | 2021 | ​ | ​ |

We process an array of ferrous products through a variety of

Our non-residential construction market consists primarily of e-commerce warehouses, data centers, metal buildings, education, and commercial building projects.

| ​ ​ ​ |

Many states have statutes and regulatory authorities similar to RCRA that can also apply.

These reports are also available publicly on the Securities and Exchange Commission website, _www.sec.gov._

| | ● | Health & Safety – Creating and maintaining a safe work environment is the foundation of our decision making. Health and safety are always at the forefront and are a constant topic of conversation across the company. Our goal is zero injuries—no accidents. |

Sinton 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.

Our Sinton, Texas location allows us to strategically target 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.

Six steel

customers have located onsite, representing over 1.8 million tons of annual flat roll steel processing and consumption capacity.

The rolling mill is currently expected to begin operations in 2025.

EAF steelmaking technology generates a mere fraction of the carbon emissions produced and energy intensity required by traditional blast furnace steelmaking technology.

_Miguel Alvarez_ transitioned to the role of Senior Vice President, Metals Recycling, upon the retirement of Russ B.

Rinn (formerly the Executive Vice President, Metals Recycling) in March 2022.

Mr. Pushis is responsible for the successful design and construction of the company’s newly announced aluminum flat roll mill.

Anderson_ was promoted to our Senior Vice President, Steel Fabrication in March 2022 from his former role as Vice President, Steel Fabrication and President of New Millennium Building Systems, since February 2019.

In

In 2022, our overall employee retention was approximately 81%, with domestic and steel operations retention of 87% and 91%, respectively.

We have three reporting segments: steel operations, metals recycling operations, and steel fabrication operations.

USS adds a complementary distribution

During 2022, we completed the acquisition of ROCA ACERO, S.A. de C.V. (ROCA), following the August 2020 acquisition of Zimmer, S.A. de C.V., both Mexican metals recycling companies, combined to do business as OmniSource Mexico, which is an important part of our raw material procurement strategy for Sinton.

| |

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: 2022.][added: 2023.]

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022] [added: 2023] |

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: 2022,] [added: 2023,] was approximately [removed: $8.5] [added: $12.1] billion.

As of February [removed: 21, 2023,] [added: 26, 2024,] Registrant had outstanding [removed: 171,577,705] [added: 158,154,594] shares of common stock.

Portions of registrant’s definitive proxy statement [removed: referenced in] [added: for the 2024 Annual Meeting of Stockholders are incorporated by reference into] Part III, Items 10 through [removed: 14] [added: 14,] of this [removed: report, to be filed prior to May 1, 2023, are incorporated herein by reference.][added: report.]

| [Item 1A.](#ITEM1ARISKFACTORS_115001) | [Risk Factors](#ITEM1ARISKFACTORS_115001) | [removed: 22] [added: 23] |

| [Item 2.](#ITEM2PROPERTIES_887366) | [Properties](#ITEM2PROPERTIES_887366) | [removed: 32] [added: 34] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_660817) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_660817) | [removed: 32] [added: 35] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_62861) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_62861) | [removed: 33] [added: 35] |

| [Item 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [removed: 34] [added: 36] |

| [Item 6.](#ITEM6) | [\[Reserved\]](#ITEM6) | [removed: 36] [added: 38] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 37] [added: 39] |

| [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 50] [added: 52] |

| [Item 8.](#ITEM8CONSOLIDATEDFINANCIALSTATEMENTS_437) | [Consolidated Financial Statements and Supplementary Data](#ITEM8CONSOLIDATEDFINANCIALSTATEMENTS_437) | [removed: 51] [added: 53] |

Throughout this report, or in other reports or registration statements filed from time to time with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or under the Securities Act of 1933, as well as in documents we incorporate by reference herein or [removed: here from,] [added: here-from,] or in press releases or oral statements made by our officers or Regulation FD authorized representatives, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect present or historical facts.

| | ● | pandemics, epidemics, widespread illness or other health [removed: issues, such as COVID-19 or its variants;] [added: issues;] |

| | ● | cost and availability of electricity, natural gas, [removed: oil, or] [added: oil and] other energy resources are subject to volatile market conditions; |

| | ● | increased environmental, greenhouse gas emissions and sustainability considerations [added: from our customers] or [added: related] regulations; |

Any forward-looking statements which we make in this report, or in any of the documents that are incorporated by reference herein or [removed: here from,] [added: here-from,] speak only as of the date of such statement, and we undertake no ongoing obligation to update such statements.

| [Item 1C.](#ITEM1CCYBERSECURITY_553646) | [Cybersecurity](#ITEM1CCYBERSECURITY_553646) | 31 |

We manage risks from cybersecurity threats through our overall companywide risk management process, which is overseen by our Board of Directors and specific Board Committees.

Management has created a global information security program, which encompasses a dedicated global information security team and policies, procedures, and processes for assessing, identifying, and managing risks from cybersecurity threats.

Our policies, procedures, and processes follow recognized frameworks established by the National Institute of Standards and Technology (“NIST”), as well as other relevant standards.

Our program is designed to maintain the confidentiality, integrity, security, and availability of the data that is created, collected, stored, and used to operate our business.

Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, utilizing from time to time, tabletop exercises, business unit assessments, threat modeling, impact analyses, internal audits, external audits, third party vulnerability scans, third party penetration tests, and engagement of third parties to conduct analysis of our information security programs, including an overall assessment utilizing the NIST standards.

These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to team members or customers and violations of data privacy or security laws.

Our Director of Information Security has twenty years of cybersecurity experience, has completed a Masters in Homeland Security, with an emphasis on cybersecurity, and holds several cybersecurity certifications.

Our Director of Information Security is responsible for leading the Information Security Team which has established a cybersecurity risk management program of policies and processes for assessing, identifying, and managing risk from cybersecurity threats.

We have integrated these processes into our overall risk management systems and processes, and routinely assess risks from cybersecurity threats, including any potential unauthorized access to or activity conducted through our information systems that may result in material adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

This program includes established reasonable safeguards to minimize the identified risks; processes to reasonably address any identified gaps in existing safeguards; updates to existing safeguards as necessary; and monitoring the effectiveness of those safeguards.

Our safeguards include continuous network monitoring, complex passwords, team member training that reinforces our policies, standards and practices, incident response capability reviews and exercises, and cybersecurity insurance and disaster recovery plans for the protection of our assets.

The information security training and awareness program engages personnel through training modules on how to identify potential cybersecurity risks and protect the Company’s resources and information.

This training is mandatory for all team members monthly, and is supplemented by companywide testing initiatives, including periodic phishing tests.

Our cybersecurity risk management program also assesses third party providers, such as vendors, suppliers, and other business partners.

Cybersecurity risks are evaluated when determining the selection and oversight of applicable third party providers and potential risks when handling and/or processing our employee, business or customer data.

Further, we have designated a member of our senior leadership team, our Chief Financial Officer, to oversee the management of the safeguards, cybersecurity risk assessment and mitigation process.

From time to time, the Company’s program is reviewed and validated by internal and external experts.

In general, our incident response process follows the NIST framework and focuses on four phases: (i) preparation; (ii) detection and analysis; (iii) containment, eradication, and recovery; and (iv) post-incident remediation.

As cybersecurity incidents occur, including at third party providers, the Director of Information Security leads the Information Security Team through a standardized incident response process that focuses on responding to and containing the threat, minimizing any business impact, and evaluating its severity level.

The severity level assessment determines how widespread the incident is and to what degree it could impact our overall business and manufacturing environment.

In the event an incident is determined by the Information Security Team to be a high severity level, our cross functional team, with expertise in various disciplines, will assess the incident to determine if it has had a material affect or is reasonably likely of having a material effect on the Company’s business strategy, results of operations or financial condition.

We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our overall business strategy, results of operations, or financial condition over the long term.

In the last three years, the Company has not experienced any material cybersecurity incidents and we have not incurred material expenses from cybersecurity incidents (including penalties and settlements, of which there were none).

For additional discussion of whether and how risks from cybersecurity threats could materially affect or are reasonably likely to materially affect the Company, see Item 1A.

Risk Factors – “_We are subject to cybersecurity threats and may face risks to the security of our sensitive data and_

_information technology which may adversely affect our business, results of operations, financial condition and cash flows._”

Governance

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats.

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our Leadership Team is responsible for the day-to-day management of the material risks we face.

Our Board of Directors administers its cybersecurity risk oversight function directly as a whole, as well as directly through the Audit Committee.

Management and members of the Information Security Group (“ISG”) regularly present to the Board of Directors regarding information security and an in-depth review of our processes for assessing, identifying, and managing material risks from cybersecurity threats.

On a quarterly basis, the Audit Committee is informed by management concerning the status of existing and new cybersecurity risks, status of how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any), and status of key information security initiatives.

Additionally, on a biennial basis, we engage third parties to assess our information security program, using the NIST framework, as well as penetration testing.

We have allocated substantial cross functional internal resources with expertise in information security, information technology, operations, risk management, human resources, finance, and legal to form a governance counsel known as the ISG.

The ISG is an internal working group that collaborates with the Director of Information Security to ensure our cybersecurity program is adequately responsive to the evolving threat landscape.

Our Director of Information Security has twenty years of cybersecurity experience, has completed a Masters in Homeland Security, with an emphasis on cybersecurity, and holds several cybersecurity certifications.

​

The following table describes our significant properties as of December 31, [removed: 2022.][added: 2023.]

| United Steel Supply | ​ | IN, [added: ID,] MS, OR, and TX | ​ | Distributor of Painted Galvalume® Flat Roll Steel | ​ | [removed: 40] [added: 53] | ​ | [removed: 3] [added: 1] |

| Structural and Rail Division | ​ | Columbia City, IN | ​ | Structural and Rail Steel Mill | ​ | [removed: 814] [added: 962] | ​ | — |

| Roanoke Bar Division | ​ | Roanoke, VA | ​ | Merchant Bar Steel Mill | ​ | [removed: 302] [added: 310] | ​ | — |

| Mississippi | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 54] [added: 43] | ​ | 13 |

| North Carolina | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 346] [added: 302] | ​ | — |

| Mexico | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: —] [added: 17] | ​ | [removed: 70] [added: 61] |

| Joist Operations | ​ | Fallon, NV | ​ | Steel Joist Fabrication Facility | ​ | [removed: 53] [added: 68] | ​ | — |

| Joist and Deck Operations | ​ | Lake City, FL | ​ | Steel Joist and Deck Fabrication Facility | ​ | [removed: 75] [added: 81] | ​ | — |

Our copper rod and wire facility, a controlled subsidiary, is in New Haven, Indiana on 35 owned [added: and 4 leased] acres.

*Our [removed: 2022] [added: 2023] steel mill production utilization was [removed: 92%] [added: 91% exclusive] of [added: Sinton (82% including Sinton) of] our estimated annual steelmaking [removed: capability, exclusive of Sinton which started up steel operations in 2022.][added: capability.]

| SDI Biocarbon Solutions | ​ | Columbus, MS | ​ | Biocarbon Production Facility | ​ | 133 | ​ | — |

| SDI Mexico | ​ | Monterrey, Mexico | ​ | Flat Roll Steel Distribution Warehouse | ​ | — | ​ | 5 |

| Aluminum Operations Segment | | | | | | | | |

| Aluminum Dynamics, LLC | ​ | Columbus, MS | ​ | Recycled Aluminum Flat Rolled Products Mill | ​ | 2,098 | ​ | — |

| Aluminum Dynamics, Inc. | ​ | Phoenix, AZ | ​ | Recycled Aluminum Slab Facility | ​ | 256 | ​ | — |

| Aluminum Dynamics of Mexico | ​ | San Luis Potosi, Mexico | ​ | Recycled Aluminum Slab Facility | ​ | 692 | ​ | — |

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: 21, 2023,] [added: 26, 2024,] we had [removed: 171,577,705] [added: 158,154,594] shares of common stock outstanding and held beneficially by approximately [removed: 23,700] [added: 29,000] 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: 1,320)] [added: 1,270)] is not representative of the number of beneficial holders.

We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three months ended December 31, [removed: 2022.][added: 2023.]

| Quarter ended December 31, [removed: 2022] [added: 2023] | | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| (1) | In [removed: February] [added: November] 2022, our board of directors authorized a share repurchase program of up to [removed: $1.25] [added: $1.5] billion of our common stock. This program was exhausted in November [removed: 2022.] [added: 2023.] In November [removed: 2022,] [added: 2023,] our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. |

[removed: ][added: ]

| October 1-31 | ​ | 1,373,216 | ​ | $ | 104.91 | ​ | ​ | 1,373,216 | ​ | $ | 135,125 |

| November 1-30 | ​ | 1,471,893 | ​ | ​ | 112.49 | ​ | ​ | 1,471,893 | ​ | ​ | 1,471,217 |

| December 1-31 | ​ | 667,785 | ​ | ​ | 115.38 | ​ | ​ | 667,785 | ​ | ​ | 1,394,232 |

| ​ | ​ | 3,512,894 | ​ | ​ | ​ | ​ | ​ | 3,512,894 | ​ | ​ | ​ |

The graph below compares Steel Dynamics, Inc.’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite index, the S&P 500 index, and the S&P 500 Steel index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023.

| October 1-31 | ​ | 1,493,698 | ​ | $ | 83.68 | ​ | ​ | 1,493,698 | ​ | $ | 120,501 |

| November 1-30 | ​ | 1,419,306 | ​ | ​ | 99.35 | ​ | ​ | 1,419,306 | ​ | ​ | 1,479,496 |

| December 1 - 31 | ​ | 1,402,142 | ​ | ​ | 104.85 | ​ | ​ | 1,402,142 | ​ | ​ | 1,332,506 |

| ​ | ​ | 4,315,146 | ​ | ​ | ​ | ​ | ​ | 4,315,146 | ​ | ​ | ​ |

On December 22, 2022, Steel Dynamics, Inc. was added to the S&P 500.

As such, we have added the S&P 500 index to the comparison of 5 year cumulative total returns in the graph below.

| [Management’s Report on Internal Control Over Financial Reporting](#MANAGEMENTSREPORTONINTERNALCONTROL_58491) | ​ | [removed: 52] [added: 54] |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID 42) | ​ | [removed: 53] [added: 55] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#CONSOLIDATEDBALANCESHEETS_923745)] [added: 2022](#CONSOLIDATEDBALANCESHEETS_923745)] | ​ | [removed: 57] [added: 58] |

| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] | ​ | [removed: 58] [added: 59] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2022](#COMPREHENSIVEINCOME_913078)] [added: 2023](#COMPREHENSIVEINCOME_913078)] | ​ | [removed: 59] [added: 60] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] | ​ | [removed: 60] [added: 61] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2022](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] [added: 2023](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] | ​ | [removed: 61] [added: 62] |

| [Notes to Consolidated Financial Statements](#Note1DescriptionoftheBusinessandSummaryo) | ​ | [removed: 62] [added: 63] |

Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 28, 2023] [added: 29, 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Steel Dynamics, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have 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: 2022,] [added: 2023,] 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 February [removed: 28, 2023] [added: 29, 2024] expressed an unqualified opinion thereon.

| _Description of__the Matter_ | At December 31, [removed: 2022,] [added: 2023,] the Company’s goodwill was approximately [removed: $502] [added: $477] million. As discussed in Note 1 of the consolidated financial statements, the Company performs an impairment test for goodwill at least annually or when indicators of impairment exist. |

| | Auditing management’s goodwill impairment test was complex and judgmental due to the significant estimation required to determine the fair value of the reporting units. In particular, the fair value estimate was sensitive to significant assumptions, [removed: such as estimates of future cash flows and] [added: specifically] changes in the risk-adjusted discount [removed: rate, which are affected by expectations about future market or economic conditions and the impact of planned business] [added: rate] and [removed: operation strategies.] [added: a complex valuation model.] |

| | To test the estimated fair value of each of the Company’s reporting units, we performed audit procedures that included, among others, testing the underlying assumptions used in the Company’s analysis, testing the completeness and accuracy of the underlying estimates of future cash flows used by management and testing the calculation of the fair value of [removed: each] [added: the] reporting [removed: unit.] [added: units.] We compared the assumptions used by management to historical [removed: results. We assessed the historical accuracy of management’s estimates] [added: results] and performed sensitivity analyses over certain assumptions used by management to evaluate the changes in the fair value of each of the reporting units that would result from changes in those assumptions. [added: In addition, we involved our specialist to assist with our evaluation of the methodologies applied and assumptions used by management.] |

| Assets | [removed: 2022] [added: 2023] | | ​ | ​ | [removed: 2021] [added: 2022] | |

| Cash and equivalents | $ | [removed: 1,628,417] [added: 1,400,887] | ​ | ​ | $ | [removed: 1,243,868] [added: 1,628,417] |

| Short-term investments | ​ | [removed: 628,215] [added: 721,210] | ​ | ​ | ​ | [removed: \-] [added: 628,215] |

| Accounts receivable, net of allowances for credit losses of [removed: $5,678] [added: $8,480] and [removed: $6,161] [added: $5,678] | ​ | ​ | ​ | ​ | ​ | ​ |

| as of December 31, [removed: 2022,] [added: 2023,] and December 31, [removed: 2021,] [added: 2022,] respectively | ​ | [removed: 1,976,282] [added: 1,535,062] | ​ | ​ | ​ | [removed: 1,911,385] [added: 1,976,282] |

| Accounts receivable-related parties | ​ | [removed: 79,769] [added: 73,245] | ​ | ​ | ​ | [removed: 5,049] [added: 79,769] |

| Inventories | ​ | [removed: 3,129,964] [added: 2,894,632] | ​ | ​ | ​ | [removed: 3,531,130] [added: 3,129,964] |

| Other current assets | ​ | [removed: 195,371] [added: 162,790] | ​ | ​ | ​ | [removed: 209,591] [added: 195,371] |

| Total current assets | ​ | [removed: 7,638,018] [added: 6,787,826] | ​ | ​ | ​ | [removed: 6,901,023] [added: 7,638,018] |

| Property, plant and equipment, net | ​ | [removed: 5,373,665] [added: 6,734,218] | ​ | ​ | ​ | [removed: 4,751,430] [added: 5,373,665] |

| Intangible assets, net | ​ | [removed: 267,507] [added: 257,759] | ​ | ​ | ​ | [removed: 295,345] [added: 267,507] |

| Goodwill | ​ | [removed: 502,067] [added: 477,471] | ​ | ​ | ​ | [removed: 453,835] [added: 502,067] |

| Other assets | ​ | [removed: 378,727] [added: 651,146] | ​ | ​ | ​ | [removed: 129,601] [added: 378,727] |

| Total assets | $ | [removed: 14,159,984] [added: 14,908,420] | ​ | ​ | $ | [removed: 12,531,234] [added: 14,159,984] |

| Accounts payable | $ | [removed: 1,007,304] [added: 1,078,645] | ​ | ​ | $ | [removed: 1,266,833] [added: 1,007,304] |

| Accounts payable-related parties | ​ | [removed: 9,934] [added: 9,685] | ​ | ​ | ​ | [removed: 13,722] [added: 9,934] |

| Income taxes payable | ​ | [removed: 6,520] [added: 5,524] | ​ | ​ | ​ | [removed: 13,746] [added: 6,520] |

| Accrued payroll and benefits | ​ | [removed: 610,558] [added: 469,143] | ​ | ​ | ​ | [removed: 539,812] [added: 610,558] |

| Accrued expenses | ​ | [removed: 340,646] [added: 309,312] | ​ | ​ | ​ | [removed: 296,082] [added: 340,646] |

| Current maturities of long-term debt | ​ | [removed: 57,334] [added: 459,987] | ​ | ​ | ​ | [removed: 97,174] [added: 57,334] |

| Total current liabilities | ​ | [removed: 2,032,296] [added: 2,332,296] | ​ | ​ | ​ | [removed: 2,227,369] [added: 2,032,296] |

| Long-term debt | ​ | [removed: 3,013,241] [added: 2,611,069] | ​ | ​ | ​ | [removed: 3,008,702] [added: 3,013,241] |

February 29, 2024

February 29, 2024

| Dividends declared | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (280,501) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (280,501) | ​ | ​ | \- |

| Share repurchases | ​ | (13,394) | ​ | ​ | 13,394 | ​ | ​ | \- | ​ | ​ | (1,452,203) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (1,452,203) | ​ | ​ | \- |

| Equity-based compensation | ​ | 476 | ​ | ​ | (125) | ​ | ​ | 1 | ​ | ​ | 14,110 | ​ | ​ | 5,044 | ​ | ​ | (556) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 18,599 | ​ | ​ | \- |

| Net income | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 2,450,882 | ​ | ​ | \- | ​ | ​ | 16,450 | ​ | ​ | 2,467,332 | ​ | ​ | \- |

| Balances at December 31, 2023 | ​ | 160,018 | ​ | ​ | 108,095 | ​ | $ | 651 | ​ | $ | (5,897,606) | ​ | $ | 1,217,610 | ​ | $ | 13,545,590 | ​ | $ | 421 | ​ | $ | (198,351) | ​ | $ | 8,668,315 | ​ | $ | 171,212 |

Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations.

Segment information provided within this Form 10-K, including that within Note 13.

_Segment Information_, has been recast for all prior periods consistent with the current reportable segment presentation.

Steel operations accounted for 67%, 65%, and 72% of the company’s consolidated net sales during 2023, 2022, and 2021, respectively.

Aluminum Operations Segment

Aluminum operations includes the recycled aluminum flat rolled products mill being constructed in Columbus, Mississippi, and two satellite recycled aluminum slab centers in Arizona and Mexico.

The flat rolled products mill is a joint venture concurrently formed with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest.

Construction has begun on the flat rolled products mill and the recycled aluminum slab centers with the flat rolled mill operations expected to begin mid-2025 and operations at the Mexico and Arizona recycled slab centers in late 2024 and mid-2025, respectively.

Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased.

Interest income from invested cash and short-term investments was $111.9 million and $29.3 million as of December 31, 2023 and 2022, respectively, and is recorded in other (income) expense, net as earned.

The short-term investments held as of December 31, 2023 consisted of commercial paper ($146.2 million), US Treasuries ($564.9 million), and certificates on deposit ($10.1 million).

| ​ | ​ | 2023 | | ​ | 2022 | | ​ |

The company assigns each fixed asset a

| ​ | ​ | ​ | 2023 | | ​ | 2022 | | ​ |

| ​ | ​ | ​ | ​ | 10,932,914 | ​ | ​ | 9,224,683 | ​ |

| ​ | 2024 | ​ | $ | 30,526 | ​ |

| ​ | 2025 | ​ | ​ | 27,464 | ​ |

| ​ | 2026 | ​ | ​ | 25,562 | ​ |

| ​ | 2027 | ​ | ​ | 23,163 | ​ |

| ​ | 2028 | ​ | ​ | 21,953 | ​ |

| ​ | Thereafter | ​ | ​ | 129,091 | ​ |

| ​ | Total | ​ | $ | 257,759 | ​ |

| ​ | ​ | ​ | 2023 | | ​ | 2022 | | ​ |

| ​ | ​ | ​ | $ | 477,471 | ​ | $ | 502,067 | ​ |

| ​ | ​ | 2023 | | | | | | | | ​ | ​ | 2022 | | | | | | | |

| Basic earnings per share | ​ | $ | 2,450,882 | ​ | ​ | 166,552 | ​ | $ | 14.72 | ​ | ​ | $ | 3,862,674 | ​ | ​ | 183,393 | ​ | $ | 21.06 |

| Diluted earnings per share | ​ | $ | 2,450,882 | ​ | ​ | 167,431 | ​ | $ | 14.64 | ​ | ​ | $ | 3,862,674 | ​ | ​ | 184,622 | ​ | $ | 20.92 |

value hedges.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, _Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures_, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

We acquired ROCA ACERO, S.A. de C.V. “ROCA” on October 1, 2022.

In conducting our evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, we have elected to exclude ROCA from our evaluation in the year of acquisition as permitted by the Securities and Exchange Commission.

ROCA constituted approximately 1% of the company’s total and net assets as of December 31, 2022, and 0.3% 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 ROCA ACERO, S.A. de C.V., which is included in the 2022 consolidated financial statements of the Company and constituted 1% of total and net assets, respectively, as of December 31, 2022 and 0.3% 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 ROCA ACERO, S.A. de C.V.

February 28, 2023

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | | ​ | ​ | ​ | ​ |

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

| Balances at January 1, 2020 | ​ | 214,503 | ​ | ​ | 51,570 | ​ | $ | 646 | ​ | $ | (1,525,113) | ​ | $ | 1,181,012 | ​ | $ | 4,419,296 | ​ | $ | (7) | ​ | $ | (154,593) | ​ | $ | 3,921,241 | ​ | $ | 143,614 |

| Dividends declared | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (210,496) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (210,496) | ​ | ​ | \- |

| Share repurchases | ​ | (4,402) | ​ | ​ | 4,402 | ​ | ​ | \- | ​ | ​ | (106,529) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (106,529) | ​ | ​ | \- |

| Equity-based compensation | ​ | 813 | ​ | ​ | (268) | ​ | ​ | 2 | ​ | ​ | 7,895 | ​ | ​ | 26,380 | ​ | ​ | (653) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 33,624 | ​ | ​ | \- |

| Net income | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 550,822 | ​ | ​ | \- | ​ | ​ | 20,006 | ​ | ​ | 570,828 | ​ | ​ | \- |

The company has three reporting segments: steel operations, metals recycling operations, and steel fabrication operations.

| ​ | ​ | ​ | ​ | 9,224,683 | ​ | ​ | 8,256,544 | ​ |

| ​ | ​ | $ | 267,507 | ​ | $ | 295,345 | ​ | ​ | ​ | ​ | ​ |

In 2022, a customer relationship of $105 million became fully amortized.

| ​ | 2023 | ​ | $ | 27,439 | ​ |

| ​ | 2024 | ​ | ​ | 26,701 | ​ |

| ​ | 2025 | ​ | ​ | 24,783 | ​ |

| ​ | 2026 | ​ | ​ | 23,820 | ​ |

| ​ | 2027 | ​ | ​ | 21,837 | ​ |

| ​ | Thereafter | ​ | ​ | 142,927 | ​ |

Events occurred during the fourth quarter of 2020, that represented impairment indicators related to the company’s noncore oil and gas joint ventures.

Therefore, the company undertook a fourth quarter 2020 assessment of the recoverability of the carrying amounts of these joint ventures’ property, plant and equipment.

Based on the joint ventures’ outlook at the time of this 2020 assessment, the company concluded that the carrying amounts of its property, plant and equipment were fully impaired.

This assessment resulted in a total non-cash asset impairment charge of $19.4 million, which include amounts attributable to noncontrolling interests of $2.4 million, that in total served to reduce net income attributable to Steel Dynamics, Inc. by $12.0 million for the year ended December 31, 2020.

| ​ | ​ | ​ | $ | 502,067 | ​ | $ | 453,835 | ​ |

Metals Recycling Operations Segment goodwill includes a decrease of $3.0 million in 2022 in recognition of the 2022 tax benefit related to the normal amortization of the component of OmniSource tax-deductible goodwill in excess of book goodwill.

| ​ | 2020 | | | | | | | | ​ |

| Basic earnings per share | $ | 550,822 | ​ | ​ | 211,140 | ​ | $ | 2.61 | ​ |

| Diluted earnings per share | $ | 550,822 | ​ | ​ | 212,345 | ​ | $ | 2.59 | ​ |

The company has an option to purchase, and the sellers have the option to require the company to purchase, after the fourth anniversary of the transaction (March 1, 2023), the remaining 12.5% equity interest of USS.

*Zimmer*

The company acquired 100% of Zimmer, S.A. de C.V. (Zimmer) in August 2020 from available cash.

The acquisition of Zimmer is part of the company’s raw material procurement strategy to support its new Sinton Flat Roll Division.

Headquartered in Monterrey, Mexico, Zimmer operates several ferrous and nonferrous scrap facilities strategically positioned near high-volume industrial scrap sources, and several third-party scrap processing locations, located throughout Central and Northern Mexico.

Zimmer’s post-acquisition operating results are reflected in the company’s financial statements in the metals recycling operations segment.

| ​ | 2023 | ​ | $ | 57,334 | ​ |

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] can be found on page [removed: 52] [added: 54] of this Form 10-K, and the related Report of Independent Registered Public Accounting Firm, Ernst & Young LLP, can be found on page [removed: 53] [added: 55] of this Form 10-K, each of which is incorporated by reference into this Item 9A.

During the three-month period ended December 31, 2023, none of the Company’s directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

None.

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 [removed: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] 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.

Our stockholders approved the _Steel Dynamics, Inc. [removed: 2015 Equity Incentive Plan_ at our annual meeting of stockholders held May 21, 2015, and the _Amended and Restated Steel Dynamics, Inc. 2015] [added: 2023] Equity Incentive Plan_ [removed: (2015 Plan)] at our annual meeting of stockholders held May [removed: 16, 2019.][added: 11, 2023 (2023 Plan).]

Our stockholders approved the [removed: _Amended and Restated Steel] [added: _Steel] Dynamics, Inc. [removed: 2006 Equity Incentive] [added: 2014 Employee Stock Purchase] Plan_ at our annual meeting of stockholders held May [removed: 17, 2012 (2006] [added: 15, 2014 (2014] Plan).

The following table summarizes information about our equity compensation plans at December 31, [removed: 2022,] [added: 2023,] all of which have been approved by stockholders.

| [removed: (1)] [added: (2)] | Includes [removed: 973,551] [added: 849,491] RSUs, [removed: 263,265] [added: 262,522] DSUs, and [removed: 326,056] [added: 326,932] LTIP awards issuable upon expiration of the vesting or deferral periods, which have no exercise price. |

| 2014 Plan (1) | ​ | — | ​ | — | ​ | — |

| 2018 Plan | | 95,487 | | — | | 1,334,300 |

| 2023 Plan (2) | | 1,438,945 | | — | | 7,493,534 |

| Total | ​ | 1,534,432 | ​ | — | ​ | 8,827,834 |

| (1) | Shares are purchased on the open market and no shares are reserved. |

| --- | --- |

| 2015 Plan and predecessor 2006 Plan (1) | | 1,562,872 | | — | | 2,459,482 |

| 2018 Plan | | 171,243 | | — | | 1,363,297 |

| Total | ​ | 1,734,115 | ​ | — | ​ | 3,822,779 |

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 “Governance of 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: 2023] [added: 2024] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and each of the three years in the periods ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] 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: 2022.][added: 2023.]

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 “Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm as Auditors – Audit and Non-Audit Fees” and “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 Registered Public Accounting Firm” in our Proxy Statement for the [removed: 2023] [added: 2024] 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: 51] [added: 53] of this Report.

| 3.1 | [Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., reflecting all amendments thereto through May [removed: 17, 2018,] [added: 11, 2023,] incorporated herein by reference from Exhibit [removed: 3.1e] [added: 3.1] to our Form 10-Q filed August [removed: 9, 2018.](https://www.sec.gov/Archives/edgar/data/1022671/000114420418043346/stld-20180630xex3_1e.htm)] [added: 8, 2023.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023013968/stld-20230630xex3d1.htm)] |

| 3.2* | [Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments thereto through January [removed: 23, 2023.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex3d2.htm)] [added: 31, 2024.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex3d2.htm)] ​ [added: ​] |

| [removed: 10.41b†] [added: 10.63†] | [removed: [Amended and Restated Steel] [added: [Steel] Dynamics, Inc. [removed: 2006] [added: 2023] Equity Incentive Plan, as approved by [removed: shareholders] [added: stockholders] on May [removed: 17, 2012,] [added: 11, 2023,] incorporated herein by reference from our [removed: Exhibit 10.41b to our 8-K] [added: Notice of 2023 Annual Meeting & Proxy Statement] filed [removed: August 21, 2012.](https://www.sec.gov/Archives/edgar/data/1022671/000110465912059308/a12-18802_1ex10d41b.htm)] [added: March 30, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1022671/000110465923039039/tm231847d2_def14a.htm)] |

| [removed: 10.59] [added: 10.62] | [Credit Agreement dated as of [removed: December 3, 2019, by and] [added: July 19, 2023,] among Steel Dynamics, Inc. and the agents and lenders named therein, incorporated herein by reference from Exhibit [removed: 10.59] [added: 10.62] to our Form 8-K filed [removed: December 3, 2019.](https://www.sec.gov/Archives/edgar/data/1022671/000110465919069530/tm1924080d1_ex10-59.htm)] [added: July 21, 2023.](https://www.sec.gov/Archives/edgar/data/1022671/000110465923082924/tm2321771d1_10-62.htm)] |

| 21.1* | [List of our [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex21d1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex21d1.htm)] |

| 23.1* | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex23d1.htm)] |

| 24.1 | [Powers of attorney (see signature pages on pages [removed: 89] [added: 93] and [removed: 90] [added: 94] 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/1022671/000155837023002303/stld-20221231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex31d1.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/1022671/000155837023002303/stld-20221231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex31d2.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/1022671/000155837023002303/stld-20221231xex32d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex32d1.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/1022671/000155837023002303/stld-20221231xex32d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex32d2.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: 2022] [added: 2023] 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 she 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: 2022] [added: 2023] 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 | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ THERESA E. WAGLER | Executive Vice President and Chief Financial Officer | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ SHEREE L. BARGABOS | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ KENNETH W. CORNEW | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ TRACI M. DOLAN | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ JAMES C. MARCUCCILLI | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ BRADLEY S. SEAMAN | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ GABRIEL L. SHAHEEN | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ LUIS M. SIERRA | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ STEVEN A. SONNENBERG | Director | February [removed: 28, 2023] [added: 29, 2024] |

| _/s/_ RICHARD P. TEETS, JR. | Director | February [removed: 28, 2023] [added: 29, 2024] |

| 97.1* | [Policy on Recoupment of Executive Officer Incentive-Based Compensation In the Event of Restatements](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex97d1.htm) |

| ​ ​ | ​ |

| February 29, 2024 | ​ | |

| _/s/_ JENNIFER L HAMANN | Director | February 29, 2024 |

| Jennifer L. Hamann | ​ | ​ |

| ​ | ​ |

| 10.52† | [Director Agreement between the Company and Keith E. Busse, dated October 14, 2011, incorporated herein by reference from Exhibit 10.52 to our Form 8-K filed October 20, 2011.](https://www.sec.gov/Archives/edgar/data/1022671/000110465911056989/a11-28331_1ex10d52.htm) |

| 10.60† | [Amended and Restated 2015 Equity Incentive Plan, as approved by shareholders on May 16, 2019, incorporated herein by reference from our May 16, 2019, Notice of Annual Meeting of Stockholders filed March 27, 2019.](https://www.sec.gov/Archives/edgar/data/1022671/000104746919001673/a2238222zdef14a.htm) |

| 95* | [Mine Safety Disclosures.](https://www.sec.gov/Archives/edgar/data/1022671/000155837023002303/stld-20221231xex95.htm) |

| February 28, 2023 | ​ | |

| _/s/_ KEITH E. BUSSE | Director | February 28, 2023 |

| Keith E. Busse | ​ | ​ |