None.
EXHIBIT INDEX
Articles of Incorporation
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| 3.1 | Amended and Restated Articles of Incorporation of Steel Dynamics, Inc., reflecting all amendments thereto through May 11, 2023, incorporated herein by reference from Exhibit 3.1 to our Form 10-Q filed August 8, 2023. |
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| 3.2 | Amended and Restated Bylaws of Steel Dynamics, Inc., reflecting all amendments thereto through January 31, 2024, incorporated herein by reference from Exhibit 3.2 to our Form 10-K filed February 29, 2024. |
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| Instruments Defining the Rights of Security Holders, Including Indentures | |
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| 4.1 | Description of Common Stock, incorporated herein by reference from Exhibit 4.1 to our Form 10-K filed February 27, 2020. |
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| 4.27a | Indenture dated December 6, 2016, relating to our issuance of $400 million 5.000% Senior Notes due 2026, among Steel Dynamics, Inc., as Issuer, the Initial Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.27 to our Form 8-K filed December 8, 2016. |
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| 4.27b | Form of 5.000% Senior Notes due 2026 (included in Exhibit 4.27a), incorporated herein by reference from Exhibit 4.27 to our Form 8-K filed December 8, 2016. |
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| 4.31 | Indenture dated December 4, 2019, among Steel Dynamics, Inc., as Issuer, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.1 to our Registration Statement on Form S-3 (Registration No. 333-235343) filed December 4, 2019. |
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| 4.32 | First Supplemental Indenture, dated as of December 11, 2019, relating to our issuance of $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. |
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| 4.34 | Form of 3.450% Notes due 2030 (included in Exhibit 4.32), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed December 11, 2019. |
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| 4.35 | Second Supplemental Indenture, dated as of June 5, 2020, relating to our issuance of $400 million 2.400% Notes due 2025 and $500 million 3.250% Notes due 2031, between Steel Dynamics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed June 5, 2020. |
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| 4.36 | Form of 2.400% Notes due 2025 (included in Exhibit 4.35), incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed June 5, 2020. |
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| 4.37 | Form of 3.250% Notes due 2031 (included in Exhibit 4.35), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed June 5, 2020. |
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| 4.38 | Third Supplemental Indenture, dated as of October 9, 2020, relating to our issuance of $350 million 1.650% Notes due 2027 and $400 million 3.250% Notes due 2050, between Steel Dynamics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference from Exhibit 4.2 to our Form 8-K filed October 9, 2020. |
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| 4.39 | Form of 1.650% Notes due 2027 (included in Exhibit 4.38), incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed October 9, 2020. |
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| 4.40 | Form of 3.250% Notes due 2050 (included in Exhibit 4.38), incorporated herein by reference from Exhibit 4.4 to our Form 8-K filed October 9, 2020. |
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| 4.41 | Indenture, dated as of December 7, 2022, between Steel Dynamics, Inc., as Issuer, and U.S. Bank Trust Company, National Association, as Trustee, incorporated herein by reference from Exhibit 4.1 to our Registration Statement on Form S-3 (Registration No. 333-268703) filed December 7, 2022. |
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| 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. |
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| 4.43 | Form of 5.375% Notes due 2034 (included in Exhibit 4.42), incorporated herein by reference from Exhibit 4.3 to our Form 8-K filed July 5, 2024. |
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| Material Contracts | |
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| 10.20† | Steel Dynamics, Inc., Change in Control Benefit Plan, incorporated herein by reference from our Exhibit 10.20 to our 8-K filed December 4, 2012. |
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| 10.61† | 2018 Executive Incentive Compensation Plan, approved by stockholders on May 17, 2018, incorporated herein by reference from our May 17, 2018, Notice of Annual Meeting of Stockholders filed March 28, 2018. |
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| 10.62 | Credit Agreement dated as of July 19, 2023, among Steel Dynamics, Inc. and the agents and lenders named therein, incorporated herein by reference from Exhibit 10.62 to our Form 8-K filed July 21, 2023. |
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| 10.63† | Steel Dynamics, Inc. 2023 Equity Incentive Plan, as approved by stockholders on May 11, 2023, incorporated herein by reference from our Notice of 2023 Annual Meeting & Proxy Statement filed March 30, 2023. |
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| 10.64† | Steel Dynamics, Inc. 2024 Employee Stock Purchase Plan, incorporated herein by reference from our Definitive Proxy Statement on Schedule 14A filed March 28, 2024. |
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| Other | |
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| 19.1* | Policy Regarding Insider Trading and Certain Prohibited Transactions. |
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| 21.1* | List of our Subsidiaries. |
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| 23.1* | Consent of Ernst & Young LLP. |
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| 24.1 | Powers of attorney (see signature pages on pages 89 and 90 of this Report). |
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- Filed concurrently herewith
† Indicates a management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, Steel Dynamics, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| February 28, 2025 | | |
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| | STEEL DYNAMICS, INC. | |
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| | By: | /s/ MARK D. MILLETT |
| | | Mark D. Millett |
| | | Chief Executive Officer |
| | | (Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Mark D. Millett and Theresa E. 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 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 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.
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| Signatures | Title | Date |
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| /s/ MARK D. MILLETT | Chairman and Chief Executive Officer | February 28, 2025 |
| Mark D. Millett | (Principal Executive Officer) | |
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| /s/ THERESA E. WAGLER | Executive Vice President and Chief Financial Officer | February 28, 2025 |
| Theresa E. Wagler | (Principal Financial Officer and | |
| | Principal Accounting Officer) | |
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| /s/ SHEREE L. BARGABOS | Director | February 28, 2025 |
| Sheree L. Bargabos | | |
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| /s/ KENNETH W. CORNEW | Director | February 28, 2025 |
| Kenneth W. Cornew | | |
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| /s/ TRACI M. DOLAN | Director | February 28, 2025 |
| Traci M. Dolan | | |
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| /s/ JENNIFER L HAMANN | Director | February 28, 2025 |
| Jennifer L. Hamann | | |
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| /s/ BRADLEY S. SEAMAN | Director | February 28, 2025 |
| Bradley S. Seaman | | |
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| /s/ GABRIEL L. SHAHEEN | Director | February 28, 2025 |
| Gabriel L. Shaheen | | |
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| /s/ LUIS M. SIERRA | Director | February 28, 2025 |
| Luis M. Sierra | | |
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| /s/ RICHARD P. TEETS, JR. | Director | February 28, 2025 |
| Richard P. Teets, Jr. | | |