Steel Dynamics (STLD) 10-K risk factor changes: FY2024 vs FY2023

Global or domestic actions or conditions, including political actions, [added: proposed or actual] trade policies or restrictions, [added: including tariffs or quotas,] proposed or actual changes in tax laws, [removed: such as those introduced,] [added: including the sunset of certain tax laws,] proposed or actual regulation, including those related to the environment, interest rates, terrorism, acts of war or hostility, natural disasters, or pandemics, epidemics, widespread illness or other health issues, 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.

Metals industries have historically been vulnerable to significant declines in consumption and product pricing during periods of economic downturn or continued [removed: uncertainty, including the pace of domestic non-residential construction activity.][added: uncertainty.]

Should current [added: or new] tariffs, duties or quotas expire or be relaxed, repealed or circumvented by importers of steel and steel products, or should trade agreements be renegotiated, downward pressure may be exerted on United States steel and steel products prices, which may adversely affect our business, results of operations, financial condition and cash flows.

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

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

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

Increased environmental, GHG emissions and sustainability considerations from our customers [added: and investors] or related regulations could affect demand for our products and add significant costs.

International treaties or agreements may also result in increasing regulation of GHG emissions, including [removed: the introduction of] carbon emissions limitations or trading mechanisms.

●the generation, storage, treatment, handling and disposal of solid and hazardous [removed: waste] [added: wastes] and secondary materials;

We are required to obtain and comply with environmental permits and licenses, and failure to obtain or renew or the violation of any permit or license may result in substantial fines and penalties, capital expenditures, operational changes, suspension of operations [removed: and/or] [added: or] the closure of a subject facility.

Similarly, delays, increased costs [removed: and/or] [added: or] the imposition of onerous conditions to the securing or renewal of permits may adversely affect these operations.

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

In practice, a liable party often splits the costs of cleanup with other [removed: potentially responsible parties.]

Additionally, [removed: during 2022 we announced] our [removed: planned project to construct and operate a] recycled aluminum flat rolled products mill with an anticipated annual production capacity of 650,000 [removed: tonnes] [added: metric tons] of finished products [removed: to be] located in Columbus, [removed: Mississippi, with two supporting satellite recycling aluminum slab centers.][added: Mississippi is expected to produce commercially viable products by mid-year 2025.]

Although we anticipate being able to effectively compete in the aluminum industry, along with the other risks described herein, [added: including delays or difficulties with our start-up,] we may face unexpected and enhanced competition, which may adversely affect the expected contributions of our aluminum operations and our resulting business, financial condition, results of operations and cash flows.

Additionally, 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 [removed: steel or any of our other products for the duration of such interruption.]

[added: 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.

As part of our growth strategy, we may expand existing facilities, enter into new business lines, [added: territories,] products or process initiatives, acquire or build additional plants, acquire other businesses and assets, enter into joint ventures, or form strategic alliances that we believe will complement our existing business.

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

● the risk of a newly constructed facility being completed over budget or not on time, including due to equipment delays or labor [removed: shortages;][added: shortages, or having delays or difficulties with its start-up;]

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

Further, we have experienced and may continue to experience [removed: ramp-up] inefficiencies at our Sinton Flat Roll Division, including those related to major equipment failures.

Accordingly, we periodically test goodwill, and other assets such as long-lived tangible [added: assets] and intangible assets, right of use assets and equity method investments when indicators of impairment are present, to determine whether their estimated fair value is in fact less than their value recorded on our balance sheet.

​

potentially responsible parties.

steel or any of our other products for the duration of such interruption.

We may face risks associated with our ability to retain, develop and attract key personnel.

Our people are the foundation of our success and are our most important resource.

Their continued education and talent development are paramount to our success.

As we continue to grow, our success depends in part on our ability to retain, develop and attract team members with relevant industry and technical experience, while maintaining our culture.

A loss of senior managers or other key personnel, without adequate replacement, which could be exacerbated by a shortage of skilled workers and our more senior workforce, could adversely affect our business and results of operations.

we require in our production activities.

Any of these cybersecurity

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 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, and other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations from our customers [added: and investors] or 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) [added: our ability to retain, develop and attract key personnel; (14)] litigation and legal compliance; [removed: (14)] [added: (15)] unexpected equipment downtime or shutdowns; [removed: (15)] [added: (16)] governmental agencies may refuse to grant or renew some of our licenses and permits; [removed: (16)] [added: (17)] our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and [removed: (17)] [added: (18)] the impacts of impairment charges.

Net sales from our operations are a factor of volumes shipped, product [removed: mix] [added: mix,] and related pricing.

Companywide profit sharing and amortization of intangible assets are each separately presented in the [removed: statement] [added: statements] of income.

[removed: Despite] [added: While facing] a challenging pricing environment throughout much of the year, our metals recycling teams [removed: meaningfully increased volume] [added: maintained consistent volumes] during [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

Metal spread compression [removed: among each of] [added: in] our [removed: operating] [added: steel and, particularly, steel fabrication] segments resulted in significantly lower operating income in [removed: 2023] [added: 2024] compared to [removed: our record 2022 earnings despite continued strong market demand and volumes.][added: 2023.]

Consolidated operating income for [removed: 2023] [added: 2024] decreased [removed: $1.9] [added: $1.2] billion, or 38%, to [removed: $3.2] [added: $1.9] billion, compared to [removed: a record $5.1] [added: $3.2] billion in [removed: 2022.][added: 2023.]

Net income attributable to Steel Dynamics, Inc. for [removed: 2023] [added: 2024] decreased [removed: $1.4 billion,] [added: $913.7 million,] or 37%, to [removed: $2.5] [added: $1.5] billion, compared to [removed: a record in 2022.][added: 2023.]

Diluted earnings per share attributable to Steel Dynamics, Inc. was [removed: $14.64] [added: $9.84] for [removed: 2023,] [added: 2024,] compared to [removed: $20.92] [added: $14.64] for [removed: 2022.][added: 2023.]

[removed: Aluminum Operations includes the results of the recycled] [added: The] aluminum flat rolled products mill [removed: in Columbus, Mississippi,] and [removed: two satellite] [added: the Mexico and US] recycled aluminum slab centers [removed: located in Arizona and Mexico, all of which] are [removed: currently being constructed.][added: expected to begin operations in mid to late 2025.]

The results of this segment [removed: currently] [added: largely] consist of construction and start-up costs recorded in selling, [removed: general] [added: general,] and administrative expenses, [removed: included within the discussion of consolidated results within the Other Operations section below.][added: which continued to increase during 2024, consistent with increased headcount and start-up costs.]

_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: 2022,] [added: 2023,] for additional information regarding results of operations for the year ended December 31, [removed: 2022,] [added: 2023,] as compared to the year ended December 31, [removed: 2021,] [added: 2022,] and segment operating results for [removed: 2022] [added: 2023] as compared to [removed: 2021.][added: 2022.]

Our [removed: 2023] [added: 2024] change in reportable segments did not change the discussion previously provided.

| ​ | ​ | [removed: 2023] [added: 2024] | | ​ | % Change | ​ | [removed: 2022] [added: 2023] | | ​ |

| ​ | Steel Operations | $ | [removed: 13,067,622] [added: 12,527,066] | ​ | [removed: (13)%] [added: (4)%] | ​ | $ | [removed: 15,100,996] [added: 13,067,622] | ​ |

| ​ | Steel Fabrication Operations | ​ | [removed: 2,806,777] [added: 1,771,795] | ​ | [removed: (34)%] [added: (37)%] | ​ | ​ | [removed: 4,257,207] [added: 2,806,777] | ​ |

| [removed: ​ |] Aluminum Operations [removed: | ​ | \- | ​ | \- | ​ | ​ | \- | ​] [added: Segment] |

| ​ | Intra-company | ​ | [removed: (2,611,111)] [added: 6,611] | ​ | ​ | ​ | ​ | [removed: (2,781,077)] [added: 6,016] | ​ |

| ​ | Steel Operations | $ | [removed: 1,881,600] [added: 1,582,374] | ​ | [removed: (39)%] [added: (16)%] | ​ | $ | [removed: 3,092,689] [added: 1,881,600] | ​ |

| ​ | Steel Fabrication Operations | ​ | [removed: 1,593,261] [added: 666,984] | ​ | [removed: (34)%] [added: (58)%] | ​ | ​ | [removed: 2,424,655] [added: 1,593,261] | ​ |

Steel operations accounted for [removed: 67%] [added: 69%] and [removed: 65%] [added: 67%] of our consolidated net sales during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

| ​ | ​ | [removed: 2023] [added: 2024] | ​ | % Change | ​ | [removed: 2022] [added: 2023] | ​ |

| ​ | Total shipments | [removed: 12,821,753] [added: 12,660,487] | ​ | [removed: 5%] [added: (1)%] | ​ | [removed: 12,159,189] [added: 12,821,753] | ​ |

| ​ | Intra-segment shipments | [removed: (1,449,832)] [added: (1,306,364)] | ​ | ​ | ​ | [removed: (1,354,940)] [added: (1,449,832)] | ​ |

| ​ | Steel Operations Segment shipments | [removed: 11,371,921] [added: 11,354,123] | ​ | [removed: 5%] [added: \-] | ​ | [removed: 10,804,249] [added: 11,371,921] | ​ |

| ​ | External shipments | [removed: 10,976,707] [added: 10,929,453] | ​ | [removed: 5%] [added: \-] | ​ | [removed: 10,411,490] [added: 10,976,707] | ​ |

[removed: ][added: ]

Segment Results [removed: 2023] [added: 2024] vs. [removed: 2022][added: 2023]

During [removed: 2023,] [added: 2024,] our steel operations achieved [removed: record] annual shipments of [removed: 12.8] [added: 12.7] million tons (11.4 million excluding [removed: intra-segment) a 5% increase over 2022 shipments, including 1.4 million tons from Sinton during 2023, an increase of 67% over 2022.][added: intra-segment), slightly less than 2023 total record shipments.]

Customer order activity and steel demand were [removed: strong] [added: stable] during [removed: 2023,] [added: 2024,] with the construction, automotive, industrial, and energy sectors [removed: continuing to lead] [added: leading] demand.

In spite of strong market demand, average selling prices were lower during [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] as total steel segment average selling prices decreased [removed: 18%,] [added: 4%,] or [removed: $249] [added: $46] per ton, compared to [removed: 2022.][added: 2023.]

Net sales for the steel operations segment were [removed: 13%] [added: 4%] lower in [removed: 2023] [added: 2024] when compared to [removed: historically high prices in 2022,] [added: 2023,] due to lower average steel selling prices [removed: more than offsetting record] [added: on consistent] volumes.

Our metallic raw material cost consumed in our steel mills decreased [removed: $61] [added: $28] per net ton, or [removed: 13%,] [added: 7%,] in [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] consistent with overall decreased domestic scrap pricing noted below in the metals recycling operations segment discussion.

As a result of average selling prices decreasing more than scrap costs, specifically for [removed: sheet steel] [added: long] 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: 20%] [added: 3%] in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

Due to [removed: this] metal spread compression, operating income for the steel operations decreased [removed: 39%,] [added: 16%] to [removed: $1.9 billion,] [added: $1.6 billion] in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

Metals recycling operations [removed: includes both] [added: include our OmniSource] ferrous and nonferrous [removed: scrap metal] processing, transportation, marketing, brokerage, and scrap management [removed: services.][added: services primarily throughout the United States and Mexico.]

In [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 62% [removed: and 66%, respectively,] of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization [removed: was 82% and 77% including Sinton (91%] [added: remained consistent at 81%] and [removed: 92% exclusive of Sinton)] [added: 82%] in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

[removed: Metals recycling] [added: Steel fabrication] operations accounted for [removed: 12% and] 10% [added: and 15%] of our consolidated net sales during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

| ​ | ​ | ​ | [removed: 2023] [added: 2024] | ​ | % Change | ​ | [removed: 2022] [added: 2023] | ​ |

| ​ | External shipments | ​ | [removed: 2,199,156] [added: 2,194,510] | ​ | [removed: 20%] [added: \-] | ​ | [removed: 1,826,112] [added: 2,199,156] | ​ |

During [removed: 2023,] [added: 2024,] our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in [removed: higher] [added: consistent] ferrous and nonferrous scrap shipments compared to [removed: 2022.][added: 2023.]

2024 Overview

During 2024 we achieved steel shipments of 12.7 million tons, our second highest annual volume behind 2023’s 12.8 million tons.

Underlying domestic steel demand was stable during 2024, but imports of certain steel products, most notably coated flat rolled steels, caused pricing pressure for flat rolled steel products.

A solid non-residential construction market during 2024 benefited our steel fabrication operations, as the segment achieved historically strong volumes and average selling prices, compared to pre-Covid levels.

Consolidated net sales were $17.5 billion during 2024, with cash flow from operations of $1.8 billion.

Refer to the Aluminum Operations segment discussion for additional information.

| ​ | Metals Recycling Operations | ​ | 4,136,913 | ​ | (1)% | ​ | ​ | 4,158,588 | ​ |

| ​ | Aluminum Operations | ​ | 318,689 | ​ | 11% | ​ | ​ | 285,907 | ​ |

| ​ | Other | ​ | 1,451,723 | ​ | 24% | ​ | ​ | 1,171,901 | ​ |

| ​ | ​ | ​ | 20,206,186 | ​ | ​ | ​ | ​ | 21,490,795 | ​ |

| ​ | Intra-company | ​ | (2,665,796) | ​ | ​ | ​ | ​ | (2,695,479) | ​ |

| ​ | ​ | $ | 17,540,390 | ​ | (7)% | ​ | $ | 18,795,316 | ​ |

| ​ | Metals Recycling Operations | ​ | 76,807 | ​ | 61% | ​ | ​ | 47,735 | ​ |

| ​ | Aluminum Operations | ​ | (72,331) | ​ | (522)% | ​ | ​ | 17,146 | ​ |

| ​ | Other | ​ | (317,408) | ​ | 20% | ​ | ​ | (394,577) | ​ |

| ​ | ​ | ​ | 1,936,426 | ​ | ​ | ​ | ​ | 3,145,165 | ​ |

| ​ | ​ | $ | 1,943,037 | ​ | (38)% | ​ | $ | 3,151,181 | ​ |

Steel operations include our EAF steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia, steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, Vulcan Threaded Products, Inc., warehouse operations in Mexico, and SDI Biocarbon Solutions, LLC, a joint venture to construct and operate a biocarbon production facility.

| ​ | Total | ​ | 5,850,544 | ​ | 1% | ​ | 5,792,484 | ​ |

| ​ | Inter-company | ​ | (3,656,034) | ​ | ​ | ​ | (3,593,328) | ​ |

| ​ | Total | ​ | 965,491 | ​ | (1)% | ​ | 970,445 | ​ |

| ​ | Inter-company | ​ | (171,915) | ​ | ​ | ​ | (207,866) | ​ |

| ​ | External shipments | ​ | 793,576 | ​ | 4% | ​ | 762,579 | ​ |

Segment Results 2024 vs. 2023

Net sales for our metals recycling operations in 2024 were comparable to 2023 based on consistent shipments.

Due to a challenging pricing environment throughout much of 2024, ferrous average selling prices decreased 7% while nonferrous average selling prices increased 10% during 2024 compared to 2023.

Segment Results 2024 vs. 2023

| |

Aluminum operations include the recycled aluminum flat rolled products mill nearing completion of construction in Columbus, Mississippi, two satellite recycled aluminum slab centers in the southwest United States (US) and Central Mexico, and an entity with aluminum operations, formerly included in the results of our metals recycling operations segment.

Net sales relate to an entity with aluminum operations, previously reported as part of our metals recycling operations.

| --- |

This decrease in profit sharing expense was the primary driver of decreased operating loss for other operations of 20% in 2024 compared to 2023.

Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items.

Refer to Note 10.

Interest Expense, net of Capitalized Interest. During 2024, interest expense of $56.3 million decreased 26% from $76.5 million during 2023.

Other (Income) Expense, net. Net other income was $96.2 million in 2024, compared to $144.2 million in 2023, due primarily to the impact of foreign currency exchange rate losses of $18.7 million in 2024 compared to gains of $10.5 million in 2023, as well as a $21.8 million reduction in interest income on investments in 2024 compared to 2023 due to a decrease in the balance of invested cash during 2024.

Our effective tax rate decrease was due primarily to certain discrete tax adjustments during the third quarter and fourth quarters of 2024.

| ​ | ​ | ​ | Total liquidity | ​ | $ | 2,168,768 | ​ | ​ | ​ |

Our total outstanding debt of $3.2 billion increased $160.0 million compared to December 31, 2023, due to our issuance of $600.0 million of senior unsecured notes in July 2024 as described in Note 3, the proceeds of which were used for general corporate purposes, including the repayment of our 2.800% senior notes due December 2024, working capital, capital expenditures, advances for or investments in subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company’s common stock.

Working capital decreased $1.2 billion, or 26%, during 2024 to $3.3 billion at December 31, 2024, due primarily to a $1.4 billion decrease in cash and equivalents and short-term investments in support of our capital investments within our aluminum and steel operations.

2023 Overview

During 2023, underlying domestic steel demand was firm, supported by the construction, automotive, and energy sectors.

Customer steel inventories also remained below historical averages, in combination resulting in generally steady order patterns.

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.

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.

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.

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.

| ​ | Metals Recycling Operations | ​ | 4,360,127 | ​ | (1)% | ​ | ​ | 4,395,668 | ​ |

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

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

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

| ​ | 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 | ​ |

| ​ | Intra-company | ​ | 6,016 | ​ | ​ | ​ | ​ | 54,381 | ​ |

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

Steel operations consist of our electric arc furnace (EAF) steel mills, producing steel from ferrous scrap and scrap substitutes, utilizing continuous casting, automated rolling mills and numerous steel coating, processing lines and warehouse operations.

Our steel operations sell directly to end-users, steel fabricators, and service centers.

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | Total | ​ | 5,779,114 | ​ | 9% | ​ | 5,301,774 | ​ |

| ​ | Inter-company | ​ | (3,579,958) | ​ | ​ | ​ | (3,475,662) | ​ |

| ​ | Total | ​ | 1,108,211 | ​ | 5% | ​ | 1,053,852 | ​ |

| ​ | Inter-company | ​ | (157,892) | ​ | ​ | ​ | (138,407) | ​ |

| ​ | External shipments | ​ | 950,319 | ​ | 4% | ​ | 915,445 | ​ |

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.

Net sales for our metals recycling operations in 2023 were comparable to 2022, as increased shipments were offset by ferrous and nonferrous average selling prices that decreased 7% and 8%, respectively, during 2023 compared to 2022.

Other (Income) Expense, net. Net other income was $144.2 million in 2023, compared to $20.8 million in 2022, due primarily to an increase in interest income of $88.2 million associated with an increase in invested balances and an increase in yield earned on our invested cash and short-term investments in 2023.

| ​ | ​ | ​ | Total liquidity | ​ | $ | 3,543,633 | ​ | ​ | ​ |

Our total outstanding debt of $3.1 billion is consistent with our total outstanding debt at December 31, 2022.

Working capital decreased $1.2 billion, or 21%, during 2023 to $4.5 billion at December 31, 2023, due primarily to our accounts receivable and inventories decreasing $683.1 million, or 13%, compared to December 31, 2022, due to lower sales and inventory values in 2023.

In addition, our $400 million 2.800% senior notes were recorded as current at December 31, 2023.

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

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: 2023] [added: 2024] (in thousands):

| ​ | 2026 | ​ | ​ | [removed: 400,453] [added: 400,896] | ​ | ​ | 5.0 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | 2027 | ​ | ​ | [removed: 350,035] [added: 350,465] | ​ | ​ | 1.7 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

Refer to Note [removed: 9.][added: 8.]

In our metals [removed: recycling] [added: recycling, aluminum,] and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals.

At December 31, [removed: 2023,] [added: 2024,] we had a cumulative unrealized [removed: loss] [added: gain] associated with these financial contracts of [removed: $6.8] [added: $13.1] million, substantially all of which have settlement dates in [removed: 2024.][added: 2025.]

| ​ | 2025 | ​ | $ | 401,071 | ​ | ​ | 2.4% | ​ | $ | 26,371 | ​ | ​ | 6.4% | ​ |

| ​ | 2029 | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Thereafter | ​ | ​ | 2,100,000 | ​ | ​ | 3.9 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

| ​ | Total debt outstanding | ​ | $ | 3,252,432 | ​ | ​ | 3.6% | ​ | $ | 26,371 | ​ | ​ | 6.4% | ​ |

| ​ | Fair value | ​ | $ | 2,987,850 | ​ | ​ | ​ | ​ | $ | 26,371 | ​ | ​ | ​ | ​ |

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 2023, 2022, or 2021.

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

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

| ​ | Thereafter | ​ | ​ | 1,500,000 | ​ | ​ | 3.3 | ​ | ​ | \- | ​ | ​ | ​ | ​ |

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

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

Refer to Note 7.

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

​

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: 2023,] [added: 2024,] with one of the most diversified product and end market portfolios in the domestic steel industry, combined with meaningful downstream steel fabrication operations.

[removed: The company’s primary] [added: Primary] sources of revenue are 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.

Competitively advantaged differentiation [added: in everything we do] is core to our long-term value creation strategy.

We [removed: set] [added: distinguish] ourselves [removed: apart] in every aspect of our business [removed: with a] [added: through an overarching] spirit of excellence.

Our entrepreneurial culture is [removed: at] the [removed: core] [added: foundation] of our success and is driven by our [removed: extensive] [added: extensive,] performance-based incentive compensation philosophy [removed: from] [added: for] those on the plant floor to our senior [removed: leadership.][added: leadership team.]

Growing with our customers in this [removed: way] [added: manner] has proven to be invaluable in creating long-lasting relationships and product development.

In addition, our value-added [removed: steel] product offerings help to balance our exposure to commodity grade products supplied by other [removed: steel] manufacturers.

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

[removed: We are also currently building] [added: In 2024, we began operations on our] four [removed: additional] [added: new] value-added flat roll steel coating lines comprised of an additional paint line and galvanizing line located onsite at [removed: Sinton] [added: our Southwest-Sinton Flat Roll Division] and a paint line and galvanizing line at our Heartland Flat Roll Division.

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

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

In [removed: 2023,] [added: 2024,] our own steel consuming businesses purchased [removed: 1.8] [added: 1.7] million tons of steel from our steel mills, representing 14% of our total [removed: 2023] [added: 2024] steel shipments.

A strategic and synergistic relationship also exists between our [added: electric arc furnace (EAF)] steel mills and metals recycling operations.

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

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

We are also able to source higher-quality scrap for our steel mills, [added: increasing availability,] optimizing [removed: cost] [added: costs,] and [added: improving] quality.

[removed: Technically] [added: Technologically] Advanced, Low-Cost, [removed: Highly-Efficient] [added: Highly Efficient] Operations

We operate some of the most [removed: technically] [added: technologically] advanced and environmentally responsible steel mills in the world.

Our steel mills generate a fraction of the greenhouse gas [removed: emissions] (GHG) [added: emissions] per ton of steel produced as compared to traditional blast furnace steel production and the average global steel industry.

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

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

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

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

A significant number of our [added: existing carbon flat rolled] steel customers [removed: are] also [removed: consumers and processors of] [added: consume, or process] aluminum flat rolled [removed: products.][added: products for automotive, appliance, construction, and other applications.]

We [removed: have had] [added: are developing our property to allow] customers [removed: indicate that they would like] to [added: locate on-site, with one customer already committed to co-locating and others expected to] co-locate [removed: on] [added: at] the rolling mill site in Columbus, enhancing cost efficiencies and reducing emissions across the supply chain.

This investment will allow us to broaden our ability to serve [removed: both] our existing [removed: and] [added: customers as well as] new customers by adding high-quality, [removed: low-carbon] [added: lower-carbon] flat rolled aluminum to our product portfolio.

The product mix from the flat rolled products mill is expected to be approximately 45% [removed: can stock,] [added: sustainable beverage packaging,] 35% automotive, and 20% common alloy and industrial use.

The product offering will be supported by various value-added finishing lines, including [added: two] CASH (continuous annealing solutions heat treating) lines, [removed: continuous coating,] [added: a coating line,] and [removed: various slitting] [added: downstream processing] and packaging [removed: operations.][added: lines.]

Our unique performance-based operating culture, coupled with our experience in successfully constructing and operating cost-effective, highly profitable [removed: carbon] flat roll steel [removed: mills,] [added: mills and coating lines,] positions us exceptionally well to execute [added: this significant] strategic [removed: opportunities and to deliver strong long-term value creation.][added: investment.]

We are committed to operating our business [removed: with the highest integrity] [added: in an environmentally responsible manner] and have been since our founding.

[removed: This processed scrap] [added: Our metals recycling platform collects and processes scrap, which] is then sold to [removed: end-users] [added: end users] for reuse, including our EAF steel [removed: mills, which produce new steel from the scrapped material.][added: mills and our aluminum operations.]

Our [removed: steel is] [added: products are] then sold to consumers that both further process and manufacture end products.

[removed: Ultimately,] [added: Scrap, from the industrial manufacturing process, and from] when these products [added: ultimately] reach the end of their [removed: useful] lives, [removed: they] can be collected [removed: as scrap] and used again in our [removed: steelmaking] [added: steel and aluminum] operations, creating our circular manufacturing model.

Our senior leadership team is highly experienced and has a proven track record in the steel, metals recycling, and steel fabrication industries, as well as in the construction and start-up of new [removed: operations.][added: operations, such as our recycled aluminum flat rolled products mill.]

Our leadership objectives are closely aligned with our [removed: stakeholders] [added: shareholders] through meaningful stock ownership positions and performance-based incentive compensation programs that are correlated to the company’s profitability and operational performance in relationship to our steel manufacturing peers.

We reward teamwork, innovation, and operating efficiency, and focus on maintaining the effectiveness of our performance-driven incentive bonus plans that are designed to maximize overall productivity and align the interests of our leadership and teams with our [removed: stakeholders.][added: shareholders.]

| Mark D. Millett | ​ | [removed: 64] [added: 65] | ​ | Co-founder, Chairman, and Chief Executive Officer |

| Theresa E. Wagler | ​ | [removed: 53] [added: 54] | ​ | Executive Vice President, Chief Financial Officer, and Corporate Secretary |

| Barry T. Schneider | ​ | [removed: 55] [added: 56] | ​ | President and Chief Operating Officer |

| Miguel Alvarez | ​ | [removed: 56] [added: 57] | ​ | Senior Vice President, Metals Recycling |

The company is currently investing in its aluminum operations to further diversify its end markets with plans to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors.

We are nearing the completion of our lower-carbon-emitting, recycled aluminum flat rolled products mill.

We are bringing our culture and related operating efficiencies to the flat rolled aluminum industry.

We plan to begin shipments mid-year 2025.

Our commitment to all aspects of sustainability is embedded in our founding principles – valuing our people, our partners, our communities, and our environment.

These strategic principles drive long-term value creation for all of us.

Our steel mills exclusively use EAF technology, which uses recycled ferrous scrap as the primary raw material, producing lower-carbon emission quality steel products for our customers and driving returns for our shareholders.

Our sustainability and decarbonization strategy is an ongoing journey, and we plan to use our entrepreneurial, innovative spirit to continue to be a leader in the industry.

We intentionally developed a circular manufacturing model.

While we believe we operate some of the most efficient steel operations in the world, we recognize the need for continuous improvement.

In 2023, we began construction of a biocarbon production facility located in Columbus, Mississippi.

The facility will use high-temperature pyrolysis to convert sustainably sourced biomass to high-purity biocarbon.

We will use this biocarbon as a renewable replacement for anthracite in our steelmaking operations, which could result in as much as a 35% reduction in our steel mills’ Scope 1 GHG absolute emissions.

The facility is projected to begin operations in the first half of 2025.

This investment represents a significant step toward the decarbonization of our steel mills.

| Chad Bickford | ​ | 45 | ​ | Vice President, Steel Fabrication |

In 2024, Mr. Millett received the Willy Korf / Ken Iverson Steel Vision Award for his significant contributions to the steel industry while promoting goodwill and integrity.

Before that, Mr. Schneider served in various

Prior to that, Mr. Alvarez served as Senior Vice President, Southwest United States and Mexico and was responsible for the comprehensive business development and partnerships in the regions, encompassing both steel and recycled metals.

Mr. Anderson is responsible for the company’s four long product steel mills, along with a downstream finishing operation and the company’s copper rod manufacturing facility.

Prior to that, Mr. Anderson served as our Senior Vice President, Steel Fabrication and was responsible for the company’s steel fabrication operations, comprised of seven steel joist and deck manufacturing facilities located throughout the U.S. and Mexico.

Poinsatte_ has been our Senior Vice President and Treasurer since October 2023.

In addition, Mr. Poinsatte serves as the Chairman of the Board of Trustees for the University of Saint Francis.

He has extensive experience in this capacity and has

He was also a part of the team that constructed the company’s first steel mill in Butler, Indiana, in 1994.

In addition, Mr. Pushis served as a Past President of the Association for Iron & Steel Technology Foundation.

_Chad Bickford_ was appointed Vice President, Steel Fabrication in May 2024.

Mr. Bickford is responsible for the company’s steel fabrication operations, New Millennium Building Systems, comprised of seven steel joist and deck manufacturing facilities located throughout the United States and Mexico.

Prior to that, Mr. Bickford served as General Manager for the company’s Butler Flat Roll Division.

Mr. Bickford has been with Steel Dynamics since 2003, holding various operational and leadership roles with increasing responsibility in both steel and steel fabrication operations, including General Manager for the company’s Engineered Bar Products Division and General Manager of the Virginia steel fabrication facility.

Mr. Bickford earned a bachelor’s degree in civil engineering from Ohio University.

We empower our teams with performance goals, align their interests with the company’s long-term strategy, provide them with the right tools and resources, and watch them succeed.

​

| | ● | Team performance awards, such as quality production, return on assets, and conversion bonuses, are based on departmental results, focusing on productivity, cost control, and efficient use of assets. ​ |

We have equal employment opportunity, and all job-related considerations are based on merit and ability.

In the fourth quarter 2024, results from an entity previously reported within the metals recycling operations were moved to the aluminum operations segment, consistent with how the company’s chief operating decision maker currently manages the business.

| ​ | ​ | 2024 | ​ | 2023 | ​ | 2022 | ​ | ​ |

| ​ | Ferrous metal total (gross tons) | 5,850,544 | ​ | 5,792,484 | ​ | 5,314,318 | ​ | ​ |

| ​ | Shipments to our steel mills | 3,656,034 | ​ | 3,593,328 | ​ | 3,488,206 | ​ | ​ |

| ​ | Nonferrous metals (thousands of pounds) | 965,491 | ​ | 970,445 | ​ | 923,319 | ​ | ​ |

Our Southwest-Sinton Flat Roll Division (Sinton) is a prime example of our internal growth and differentiated business model.

This electric arc furnace (EAF) flat roll steel mill has approximately 3.0 million tons of annual steel production capacity, currently including two value-added coating lines comprised of a galvanizing line with annual coating capacity of 550,000 tons with galvalume capability, and a paint line with annual coating capacity of 250,000 tons.

These new coating lines are expected to begin operating in early 2024.

Sinton is a “next-generation” EAF flat roll steel mill, which has the capability to provide higher-strength, tougher grades of flat roll steel for the energy and automotive markets.

These ultra-high-strength steel products are not currently readily available from other domestic steel producers.

Sinton is adhering to the same sustainability model as our other steelmaking facilities, utilizing state-of-the-art environmental controls and processes to produce high quality sustainable steel.

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 equipment during 2023.

use a significant amount of steel in their operations.

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.

Sustainability is a part of our long-term value creation strategy.

We are dedicated to our people, our communities and our environment.

We only produce steel using EAF technology with recycled ferrous scrap as the primary raw material.

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.

We believe EAF production is the best commercially available steelmaking, is the most cost efficient, and provides the most flexibility, and as such, has been our method of 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 lowering carbon emissions.

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 intentionally developed a vertically connected operating model, further strengthening our company.

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

Our growth strategy focuses on increasing through-cycle cash generation and providing growth opportunities for our people, partners, communities, and shareholders, all while keeping the sustainability of resources and carbon impact in focus.

We endeavor for continuous improvement in decarbonization, while maintaining compliance with regulated emission limits.

We evaluate our GHG emissions by regularly reviewing furnace performance and efficiency.

We analyze the latest available technologies to also determine whether emissions can be further lowered.

In 2022, we announced a strategic joint venture, SDI Biocarbon Solutions, LLC.

The joint venture, which is in the process of construction, will operate a biocarbon production facility in Columbus, Mississippi and is planned to supply our EAF steel mills with a renewable product alternative to anthracite used in our steelmaking operations.

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

Operations are planned to begin in late 2024.

Prior to this role, Mr. Alvarez served as Senior Vice President, Southwest United States and Mexico, since February 2019.

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

In this role, Mr. Anderson is responsible for the company's steel fabrication operations.

Working as one team, we will achieve it.

| | ● | Team performance awards are based on departmental results, rewarding cost effectiveness and quality production. Our performance-based incentive programs reward team members for reducing waste and increasing efficiency, while also producing quality products for our customers. These awards can be well over 100% of base wages, based on strong performance and on the teams doing things that are within their control. ​ |

We have equal employment opportunity, no tolerance for harassment of any kind, respect for human rights, inclusion, and diversity – all of which focus on our expectations of treating every person with the utmost respect.

We provide equal employment opportunities to all individuals and applicants.

This philosophy of fairness extends to work assignments, opportunities for advancement, compensation, training opportunities, and all other aspects of employment.

All job-related considerations are based on merit and ability, without regard to race, color, religion, creed, sex, sexual orientation, gender identity or expression, national origin, genetics, age, marital or veteran status, pregnancy, the presence of handicaps or disabilities, or any other basis protected by law.

We provide accommodations as required by applicable laws, including for disabilities and religious beliefs.

Harassment of a team member is prohibited, both in the workplace and off the premises.

We forbid harassment by any personnel of a customer, vendor, or any other person.

Likewise, we prohibit harassment of our teams in any way related to their interactions with customers, vendors, or any other person related to their work responsibilities.

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.

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: 2023.][added: 2024.]

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023] [added: 2024] |

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: 2023,] [added: 2024,] was approximately [removed: $12.1] [added: $14.8] billion.

As of February [removed: 26, 2024,] [added: 24, 2025,] Registrant had outstanding [removed: 158,154,594] [added: 150,163,986] shares of common stock.

Portions of registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of [removed: Stockholders] [added: Shareholders] are incorporated by reference into Part III, Items 10 through 14, of this report.

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

| [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_407146) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_407146) | [removed: 31] [added: 30] |

| [Item 2.](#ITEM2PROPERTIES_887366) | [Properties](#ITEM2PROPERTIES_887366) | [removed: 34] [added: 33] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_660817) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_660817) | [removed: 35] [added: 34] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_62861) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_62861) | [removed: 35] [added: 34] |

| [Item 5.](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_91) | [removed: 36] [added: 35] |

| [Item 6.](#ITEM6) | [\[Reserved\]](#ITEM6) | [removed: 38] [added: 37] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 39] [added: 38] |

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

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

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 86] [added: 82] |

| [Item 9A.](#Item9A) | [Controls and Procedures](#Item9A) | [removed: 86] [added: 82] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_500127) | [Other Information](#ITEM9BOTHERINFORMATION_500127) | [removed: 86] [added: 82] |

| [Item 9C.](#ITEM9C) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9C) | [removed: 86] [added: 82] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERS_95546) | [Directors, Executive Officers, and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERS_95546) | [removed: 87] [added: 83] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_392678) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_392678) | [removed: 87] [added: 83] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 87] [added: 83] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 88] [added: 84] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [Principal Accountant Fees and Services](#ITEM14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 88] [added: 84] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [Exhibits and Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 89] [added: 85] |

| [Item 16.](#ITEM16FORM10KSUMMARY_712404) | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_712404) | [removed: 89] [added: 85] |

| [Exhibit Index](#EXHIBITINDEX_376119) | | [removed: 90] [added: 86] |

| [Signatures](#SIGNATURES_483178) | | [removed: 93] [added: 89] |

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

We also refer you to and urge you to carefully read the section entitled _Risk Factors_ at Item 1A of this report to better understand some of the principal risks and uncertainties inherent in our businesses or in owning our securities, as well as the section entitled [removed: _Management] [added: _Management’s] Discussion and Analysis of Financial Condition and Results of Operations_ at Item 7_._ You should also review the notes to consolidated financial statements under headings in Note 1.

_Use of Estimates_ and in Note [removed: 9.][added: 8.]

| | ● | our ability to retain, develop and attract key personnel; |

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

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, [removed: utilizing] [added: 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 [removed: customers] [added: customers,] and violations of data privacy or security laws.

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

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

Cybersecurity risks are evaluated when determining the selection and oversight of applicable third party providers and potential risks when handling [removed: and/or] [added: or] processing our employee, [removed: business] [added: 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 [removed: assessment] [added: assessment,] and mitigation process.

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 [removed: operations] [added: operations,] or financial condition.

In the last three years, the Company has not [removed: experienced] [added: been aware of] any material cybersecurity incidents [added: occurring] and we have not incurred material expenses from cybersecurity incidents (including penalties and settlements, of which there were none).

Risk Factors – “_We are subject to cybersecurity threats and may face risks to the security of our sensitive data [removed: and_][added: and information technology which may adversely affect our business, results of operations, financial condition and cash flows._”]

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our [removed: Leadership Team] [added: senior leadership team] is responsible for the day-to-day management of the material risks we face.

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 [removed: and/or] [added: and] 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 [removed: program,] [added: program] using the NIST framework, as well as [added: perform] penetration testing.

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

The following table describes our significant properties as of December 31, [removed: 2023.][added: 2024.]

These properties are owned by [removed: us,] [added: us] and not subject to any significant encumbrances, or are leased by us.

| Sinton Flat Roll Division | ​ | Sinton, TX | ​ | Flat Roll Steel Mill and Coating Facility | ​ | [removed: 2,487] [added: 2,842] | ​ | — |

| United Steel Supply | ​ | IN, ID, MS, OR, and TX | ​ | Distributor of Painted Galvalume® Flat Roll Steel | ​ | [removed: 53] [added: 58] | ​ | 1 |

| Structural and Rail Division | ​ | Columbia City, IN | ​ | Structural and Rail Steel Mill | ​ | [removed: 962] [added: 1,003] | ​ | — |

| Roanoke Bar Division | ​ | Roanoke, VA | ​ | Merchant Bar Steel Mill | ​ | [removed: 310] [added: 313] | ​ | — |

| Indiana | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 456] [added: 359] | ​ | 26 |

| Michigan | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 186] [added: 124] | ​ | — |

| North Carolina | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 302] [added: 303] | ​ | — |

| Ohio | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 212] [added: 239] | ​ | 21 |

| Texas | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | [removed: 75] [added: 130] | ​ | [removed: —] [added: 12] |

| Mexico | ​ | Multiple Cities | ​ | Ferrous and Nonferrous Scrap Processing | ​ | 17 | ​ | [removed: 61] [added: 62] |

| Aluminum Dynamics, LLC | ​ | Columbus, MS | ​ | Recycled Aluminum Flat Rolled Products Mill | ​ | [removed: 2,098] [added: 2,112] | ​ | — |

*Our [removed: 2023] [added: 2024] steel mill production utilization was [removed: 91% exclusive of Sinton (82% including Sinton)] [added: 81%] of our estimated annual steelmaking capability.

| Superior Aluminum Alloys | ​ | New Haven, IN | ​ | Aluminum Operations | ​ | 96 | ​ | — |

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

As of February [removed: 26, 2024,] [added: 24, 2025,] we had [removed: 158,154,594] [added: 150,163,986] shares of common stock outstanding and held beneficially by approximately [removed: 29,000] [added: 30,000] 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: 1,270)] [added: 1,220)] 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: 2023.][added: 2024.]

| Quarter ended December 31, [removed: 2023] [added: 2024] | | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| (1) | In November [removed: 2022,] [added: 2023,] our board of directors authorized a share repurchase program of up to $1.5 billion of our common stock. [removed: This program was exhausted in November 2023.] In [removed: November 2023,] [added: February 2025,] our board of directors authorized an additional share repurchase program of up to $1.5 billion of our common stock. |

The graph below compares Steel Dynamics, Inc.’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the [removed: NASDAQ Composite index, the] S&P 500 [removed: index,] [added: 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, [removed: 2018] [added: 2019] to December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| October 1-31 | ​ | 664,066 | ​ | $ | 132.25 | ​ | ​ | 664,066 | ​ | $ | 399,476 |

| November 1-30 | ​ | 790,538 | ​ | ​ | 144.37 | ​ | ​ | 790,538 | ​ | ​ | 286,494 |

| December 1-31 | ​ | 728,796 | ​ | ​ | 128.87 | ​ | ​ | 728,796 | ​ | ​ | 193,510 |

| ​ | ​ | 2,183,400 | ​ | ​ | ​ | ​ | ​ | 2,183,400 | ​ | ​ | ​ |

| 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 | ​ | ​ | ​ |

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

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

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#CONSOLIDATEDBALANCESHEETS_923745)] [added: 2023](#CONSOLIDATEDBALANCESHEETS_923745)] | ​ | [removed: 58] [added: 56] |

| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2023](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] [added: 2024](#CONSOLIDATEDSTATEMENTSOFINCOME_871598)] | ​ | [removed: 59] [added: 57] |

| [Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2023](#COMPREHENSIVEINCOME_913078)] [added: 2024](#COMPREHENSIVEINCOME_913078)] | ​ | [removed: 60] [added: 58] |

| [Consolidated Statements of Equity for each of the three years in the period ended December 31, [removed: 2023](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] [added: 2024](#CONSOLIDATEDSTATEMENTSOFEQUITY_192323)] | ​ | [removed: 61] [added: 59] |

| [Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, [removed: 2023](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] [added: 2024](#CONSOLIDATEDSTATEMENTSOFCASHFLOWS_963353)] | ​ | [removed: 62] [added: 60] |

| [Notes to Consolidated Financial Statements](#Note1DescriptionoftheBusinessandSummaryo) | ​ | [removed: 63] [added: 61] |

Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 [removed: Steel Dynamics, Inc.] [added: the Company] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 29, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Steel Dynamics, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 29, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

| ​ | Valuation of Goodwill | [added: |]

| _Description of__the Matter_ | At December 31, [removed: 2023,] [added: 2024,] the Company’s goodwill was approximately $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. [added: The Company performed a qualitative assessment as of October 1, 2024, to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount.] | [added: |]

| _How We__Addressed the__Matter in Our__Audit_ | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment [removed: review] [added: testing] process, including controls over management’s review of the [removed: assumptions and methodologies used in the calculation of the fair value of the reporting units, as well as the Company’s review of the completeness and accuracy of the data used in the Company’s analysis.] [added: qualitative factors described above.] | [added: |]

| Assets | [removed: 2023] [added: 2024] | | ​ | ​ | [removed: 2022] [added: 2023] | |

| Cash and equivalents | $ | [removed: 1,400,887] [added: 589,464] | ​ | ​ | $ | [removed: 1,628,417] [added: 1,400,887] |

| Short-term investments | ​ | [removed: 721,210] [added: 147,811] | ​ | ​ | ​ | [removed: 628,215] [added: 721,210] |

| Accounts receivable, net of allowances for credit losses of [removed: $8,480] [added: $7,728] and [removed: $5,678] [added: $8,480] | ​ | ​ | ​ | ​ | ​ | ​ |

| as of December 31, [removed: 2023,] [added: 2024] and [removed: December 31, 2022,] [added: 2023,] respectively | ​ | [removed: 1,535,062] [added: 1,362,969] | ​ | ​ | ​ | [removed: 1,976,282] [added: 1,535,062] |

| Accounts receivable-related parties | ​ | [removed: 73,245] [added: 54,230] | ​ | ​ | ​ | [removed: 79,769] [added: 73,245] |

| Inventories | ​ | [removed: 2,894,632] [added: 3,113,733] | ​ | ​ | ​ | [removed: 3,129,964] [added: 2,894,632] |

| Other current assets | ​ | [removed: 162,790] [added: 163,131] | ​ | ​ | ​ | [removed: 195,371] [added: 162,790] |

| Total current assets | ​ | [removed: 6,787,826] [added: 5,431,338] | ​ | ​ | ​ | [removed: 7,638,018] [added: 6,787,826] |

| Property, plant and equipment, net | ​ | [removed: 6,734,218] [added: 8,117,988] | ​ | ​ | ​ | [removed: 5,373,665] [added: 6,734,218] |

| Intangible assets, net | ​ | [removed: 257,759] [added: 227,234] | ​ | ​ | ​ | [removed: 267,507] [added: 257,759] |

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

| Other assets | ​ | [removed: 651,146] [added: 681,202] | ​ | ​ | ​ | [removed: 378,727] [added: 651,146] |

| Total assets | $ | [removed: 14,908,420] [added: 14,935,233] | ​ | ​ | $ | [removed: 14,159,984] [added: 14,908,420] |

| Accounts payable | $ | [removed: 1,078,645] [added: 972,645] | ​ | ​ | $ | [removed: 1,007,304] [added: 1,078,645] |

| Accounts payable-related parties | ​ | [removed: 9,685] [added: 7,267] | ​ | ​ | ​ | [removed: 9,934] [added: 9,685] |

| Income taxes payable | ​ | [removed: 5,524] [added: 3,783] | ​ | ​ | ​ | [removed: 6,520] [added: 5,524] |

| Accrued payroll and benefits | ​ | [removed: 469,143] [added: 373,216] | ​ | ​ | ​ | [removed: 610,558] [added: 469,143] |

| Accrued expenses | ​ | [removed: 309,312] [added: 366,682] | ​ | ​ | ​ | [removed: 340,646] [added: 309,312] |

| Current maturities of long-term debt | ​ | [removed: 459,987] [added: 426,990] | ​ | ​ | ​ | [removed: 57,334] [added: 459,987] |

| Total current liabilities | ​ | [removed: 2,332,296] [added: 2,150,583] | ​ | ​ | ​ | [removed: 2,032,296] [added: 2,332,296] |

| Long-term debt | ​ | [removed: 2,611,069] [added: 2,804,017] | ​ | ​ | ​ | [removed: 3,013,241] [added: 2,611,069] |

February 28, 2025

| ​ | ​ | |

| | Auditing management’s annual goodwill impairment test was complex and judgmental as management considers the impact of several factors on the Company overall and each reporting unit individually including assessing the qualitative factors to be considered in the qualitative goodwill impairment assessment, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the Company’s competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value. | |

| | To test management’s conclusion that it is more likely than not that the fair values of the Company’s reporting units exceed their carrying amounts, we performed audit procedures that included, among others, assessing the reasonableness of the qualitative factors considered within the analyses, testing the evaluation of the qualitative factors and the underlying data used by the Company in its analyses. We evaluated management’s assessment of the qualitative factors for each reporting unit by comparing to current industry and economic trends, current and historical results and key business drivers for each reporting unit, comparing the Company’s share price trends to historical amounts, and other relevant factors, including considering consistency with evidence obtained in other parts of the audit and evaluating whether any contrary evidence exists. | |

February 28, 2025

| Dividends declared | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (284,122) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (284,122) | ​ | ​ | \- |

| Noncontrolling investors, net | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 1,350 | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 25,276 | ​ | ​ | 26,626 | ​ | ​ | \- |

| Share repurchases | ​ | (9,432) | ​ | ​ | 9,432 | ​ | ​ | \- | ​ | ​ | (1,212,164) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | (1,212,164) | ​ | ​ | \- |

| Equity-based compensation | ​ | 531 | ​ | ​ | (267) | ​ | ​ | 1 | ​ | ​ | 15,504 | ​ | ​ | 10,859 | ​ | ​ | (520) | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 25,844 | ​ | ​ | \- |

| Net income | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 1,537,134 | ​ | ​ | \- | ​ | ​ | 12,822 | ​ | ​ | 1,549,956 | ​ | ​ | \- |

| Balances at December 31, 2024 | ​ | 151,117 | ​ | ​ | 117,260 | ​ | $ | 652 | ​ | $ | (7,094,266) | ​ | $ | 1,229,819 | ​ | $ | 14,798,082 | ​ | $ | \- | ​ | $ | (160,253) | ​ | $ | 8,774,034 | ​ | $ | 171,212 |

Effective the fourth quarter 2024, results from an entity previously reported within the metals recycling operations segment were moved to the aluminum operations segment, consistent with a change in how the company’s chief operating decision maker manages the business.

Approximately 5% of the company’s workforce in four locations is represented by collective bargaining agreements, and agreements affecting 0.5% of the company’s employees at one location expires during 2025.

Aluminum operations include the recycled aluminum flat rolled products mill nearing completion of construction in Columbus, Mississippi, two satellite recycled aluminum slab centers in the southwest United States and Central Mexico, and an entity with aluminum operations, formerly included in the results of the metals recycling operations segment.

Redeemable noncontrolling interests related to USS (owned 90% by SDI) are $60.0 million at December 31, 2024 and 2023.

| ​ | ​ | 2024 | | ​ | 2023 | | ​ |

| ​ | ​ | ​ | 2024 | | ​ | 2023 | | ​ |

| ​ | ​ | ​ | ​ | 12,722,478 | ​ | ​ | 10,932,914 | ​ |

| ​ | 2029 | ​ | ​ | 19,583 | ​ |

| ​ | Thereafter | ​ | ​ | 109,509 | ​ |

| ​ | Total | ​ | $ | 227,234 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Aluminum Operations Segment | ​ | ​ | 14,000 | ​ | ​ |

In the fourth quarter 2024, results from an entity previously included in the metals recycling operations segment were moved to the aluminum operations segment, which also resulted in $14 million of goodwill being reassigned to the aluminum operations segment based on a relative fair value allocation approach.

Segment information for 2023 has been recast consistent with the current reportable segment presentation.

The company has the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value.

If elected to bypass the qualitative assessment or if indications of a potential impairment exist, the company performs a quantitative test.

When conducting a qualitative assessment, the company considers the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the company’s competitive position and other factors.

During 2024, the company performed a qualitative assessment and performed quantitative tests in 2023 and 2022.

There were 269,000 anti-dilutive common stock equivalents as of and for the year ended December 31, 2024.

| ​ | ​ | 2024 | | | | | | | | ​ | ​ | 2023 | | | | | | | |

| Basic earnings per share | ​ | $ | 1,537,134 | ​ | ​ | 155,420 | ​ | $ | 9.89 | ​ | ​ | $ | 2,450,882 | ​ | ​ | 166,552 | ​ | $ | 14.72 |

| Diluted earnings per share | ​ | $ | 1,537,134 | ​ | ​ | 156,136 | ​ | $ | 9.84 | ​ | ​ | $ | 2,450,882 | ​ | ​ | 167,431 | ​ | $ | 14.64 |

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

Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold and were insignificant for the years ended December 31, 2024, 2023, and 2022.

See Note 12.

Recently Issued Not Yet Adopted Accounting Pronouncements

The company is currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, _Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses_, requiring public entitles to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

The Company is currently evaluating the impact of adopting ASU 2024-03.

​

February 29, 2024

| ​ | ​ |

| --- | --- |

| | 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, specifically changes in the risk-adjusted discount rate and 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 the reporting units. We compared the assumptions used by management to historical 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. In addition, we involved our specialist to assist with our evaluation of the methodologies applied and assumptions used by management. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Balances at January 1, 2021 | ​ | 210,914 | ​ | ​ | 55,704 | ​ | ​ | 648 | ​ | ​ | (1,623,747) | ​ | ​ | 1,207,392 | ​ | ​ | 4,758,969 | ​ | ​ | 1,902 | ​ | ​ | (155,552) | ​ | ​ | 4,189,612 | ​ | ​ | 158,614 |

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

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

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

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

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

Approximately 6% of the company’s workforce in five locations is represented by collective bargaining agreements, none of which are expiring in 2023.

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

Metals recycling operations accounted for 12%, 10%, and 12% of the company’s consolidated net sales during 2023, 2022, and 2021, respectively.

Steel fabrication operations accounted for 15%, 19%, and 10% of the company’s consolidated net sales during 2023, 2022, and 2021, respectively.

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.

The company’s short-term investments were $721.2 million and $628.2 million as of December 31, 2023 and 2022, respectively.

The company assigns each fixed asset a

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

| ​ | ​ | $ | 257,759 | ​ | $ | 267,507 | ​ | ​ | ​ | ​ | ​ |

| ​ | 2024 | ​ | $ | 30,526 | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | 2021 | | | | | | | | ​ |

| Basic earnings per share | $ | 3,214,066 | ​ | ​ | 205,115 | ​ | $ | 15.67 | ​ |

| Diluted earnings per share | $ | 3,214,066 | ​ | ​ | 206,615 | ​ | $ | 15.56 | ​ |

Derivative Financial Instruments

value hedges.

The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.

Early adoption is permitted.

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

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

Prior periods, when amounts were recorded in Other, have been recast to reflect this new segment.

The new Credit Agreement replaced the December 3, 2019 Credit Agreement.

| ​ | 2024 | ​ | $ | 460,694 | ​ |

| ​ | 2025 | ​ | ​ | 400,653 | ​ |

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] can be found on page [removed: 54] [added: 52] of this Form 10-K, and the related Report of Independent Registered Public Accounting Firm, Ernst & Young LLP, can be found on page [removed: 55] [added: 53] of this Form 10-K, each of which is incorporated by reference into this Item 9A.

During the three-month period ended December 31, [removed: 2023,] [added: 2024,] 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.

The information required to be furnished pursuant to Item 10 with respect to directors, executive officers, code of ethics, [removed: and audit committee] [added: insider trading policies,] 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: 2024] [added: 2025] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] 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: 2024] [added: 2025] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] 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: 2024] [added: 2025] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] which we will file with the Securities and Exchange Commission no later than 120 days after the end of our fiscal year.

Our [removed: stockholders] [added: shareholders] approved the _Steel Dynamics, Inc. [removed: 2014] [added: 2024] Employee Stock Purchase Plan_ at our annual meeting of [removed: stockholders] [added: shareholders] held May [removed: 15, 2014 (2014] [added: 9, 2024 (2024] Plan).

Our [removed: stockholders] [added: shareholders] approved the _Steel Dynamics, Inc. 2018 Executive Incentive Compensation Plan_ at our annual meeting of [removed: stockholders] [added: shareholders] held May 17, 2018 (2018 Plan).

Our [removed: stockholders] [added: shareholders] approved the _Steel Dynamics, Inc. 2023 Equity Incentive Plan_ at our annual meeting of [removed: stockholders] [added: shareholders] held May 11, 2023 (2023 Plan).

The following table summarizes information about our equity compensation plans at December 31, [removed: 2023,] [added: 2024,] all of which have been approved by [removed: stockholders.][added: shareholders.]

We do not have any equity compensation plans that have not been approved by [removed: stockholders.][added: shareholders.]

| [removed: (1)] [added: (2)] | Shares are purchased on the open market and no shares are reserved. |

| [removed: (2)] [added: (1)] | Includes [removed: 849,491 RSUs, 262,522 DSUs,] [added: 789,312 RSUs] and [removed: 326,932 LTIP awards] [added: 241,091 DSUs] issuable upon expiration of the vesting or deferral periods, which have no exercise price. |

| 2018 Plan | | 45,511 | | — | | 1,316,899 |

| 2023 Plan(1) | | 1,030,403 | | — | | 6,190,152 |

| 2024 Plan(2) | ​ | — | ​ | — | ​ | — |

| Total | ​ | 1,075,914 | ​ | — | ​ | 7,507,051 |

| 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 |

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: 2024] [added: 2025] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] 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 [removed: 10.][added: 9.]

_Transactions with Affiliated Companies_ to our consolidated financial statements as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and each of the three years in the periods ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] 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: 2023.][added: 2024.]

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: 2024] [added: 2025] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] 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: 53] [added: 51] of this Report.

| [removed: 3.2*] [added: 3.2] | [Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments thereto through January 31, [added: 2024, incorporated herein by reference from Exhibit 3.2 to our Form 10-K filed February 29,] 2024.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex3d2.htm) [removed: ​ ​] |

| 4.32 | [First Supplemental [removed: Indenture] [added: Indenture,] dated [added: as of] December 11, 2019, relating to our issuance of [removed: $400 million 2.800% Notes due 2024, and] $600 million 3.450% Notes due 2030 among Steel Dynamics, Inc., as Issuer, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed December 11, 2019.](https://www.sec.gov/Archives/edgar/data/1022671/000110465919071897/tm1924646d4_ex4-2.htm) |

| [removed: 4.33] [added: 4.43] | [Form of [removed: 2.800%] [added: 5.375%] Notes due [removed: 2024] [added: 2034] (included in Exhibit [removed: 4.32),] [added: 4.42),] incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed [removed: December 11, 2019.](https://www.sec.gov/Archives/edgar/data/1022671/000110465919071897/tm1924646d4_ex4-2.htm)] [added: July 5, 2024.](https://www.sec.gov/Archives/edgar/data/1022671/000110465924078017/tm2418907d1_ex4-2.htm)] |

| [removed: 10.55†] [added: 10.64†] | [Steel Dynamics, Inc. [removed: 2014] [added: 2024] Employee Stock Purchase Plan, incorporated herein by reference from our [removed: May 15, 2014, Notice of Annual Meeting and Stockholders] [added: Definitive Proxy Statement on Schedule 14A] filed March [removed: 27, 2014.](https://www.sec.gov/Archives/edgar/data/1022671/000104746914003056/a2219158zdef14a.htm)] [added: 28, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1022671/000110465924040422/tm242683d2_def14a.htm)] |

| 21.1* | [List of our [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex21d1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex21d1.htm)] |

| 23.1* | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex23d1.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex23d1.htm)] |

| 24.1 | [Powers of attorney (see signature pages on pages [removed: 93] [added: 89] and [removed: 94] [added: 90] of this Report).](#POWEROFATTORNEY_980144) |

| [removed: 97.1*] [added: 97.1] | [Policy on Recoupment of Executive Officer Incentive-Based Compensation In the Event of [removed: Restatements](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex97d1.htm)] [added: Restatements, incorporated herein by reference from Exhibit 97.1 to our Form 10-K filed February 29, 2024.](https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex97d1.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/1022671/000155837024002152/stld-20231231xex97d1.htm)] |

| 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/1022671/000155837024002152/stld-20231231xex31d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex31d1.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/1022671/000155837024002152/stld-20231231xex31d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex31d2.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/1022671/000155837024002152/stld-20231231xex32d1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex32d1.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/1022671/000155837024002152/stld-20231231xex32d2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex32d2.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: 2023] [added: 2024] 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: 2023] [added: 2024] 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 | Chairman and Chief Executive Officer | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ THERESA E. WAGLER | Executive Vice President and Chief Financial Officer | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ SHEREE L. BARGABOS | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ KENNETH W. CORNEW | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ TRACI M. DOLAN | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ JENNIFER L HAMANN | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ BRADLEY S. SEAMAN | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ GABRIEL L. SHAHEEN | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ LUIS M. SIERRA | Director | February [removed: 29, 2024] [added: 28, 2025] |

| _/s/_ RICHARD P. TEETS, JR. | Director | February [removed: 29, 2024] [added: 28, 2025] |

| 4.42 | [First Supplemental Indenture, dated as of July 3, 2024, relating to our issuance of $600 million 5.375% Notes due 2034, between Steel Dynamics, Inc. and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed July 5, 2024.](https://www.sec.gov/Archives/edgar/data/1022671/000110465924078017/tm2418907d1_ex4-2.htm) |

| 19.1* | [Policy Regarding Insider Trading and Certain Prohibited Transactions](https://www.sec.gov/Archives/edgar/data/1022671/000155837025001886/stld-20241231xex19d1.htm). |

| ​ | ​ |

| ​ | ​ |

| ​ | ​ |

| ​ | ​ |

| February 28, 2025 | ​ | |

| ​ ​ | ​ |

​

| February 29, 2024 | ​ | |

| ​ | ​ | ​ |

| _/s/_ JAMES C. MARCUCCILLI | Director | February 29, 2024 |

| James C. Marcuccilli | ​ | ​ |

| _/s/_ STEVEN A. SONNENBERG | Director | February 29, 2024 |

| Steven A. Sonnenberg | ​ | ​ |