STEEL DYNAMICS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Soliciting Material Pursuant to §240.14a-12

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Steel Dynamics, Inc.

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On behalf of our Board of Directors, it is our privilege to invite you to attend the 2024 Annual Meeting for Steel Dynamics, Inc. to be held on Thursday, May 9, 2024 at 9:00am Eastern Time at the Fort Wayne Country Club, 5221 Covington Road, Fort Wayne, Indiana, 46804.

On behalf of everyone at Steel Dynamics, I thank our loyal customers, vendors, communities and shareholders for their continued support of our company. My heartfelt thanks to our extraordinary team members for their passion, innovation, and dedication to excellence.

Health and Safety

The health and safety of our people is our number one value and primary focus. Nothing surpasses the importance of each individual team member. Safety is an integral part of our culture, and we must collectively ensure every individual is personally engaged in sustaining a safe workplace for themselves, their team members, and their families.

During 2023, we saw improvement in a number of our safety measures, but we must keep moving toward our goal of zero incidents. We achieved a record low companywide total recordable injury rate and nearly 60% of our facilities operated the entire year without a recordable injury. We know our goals are achievable when we all work together.

Our Results

The entire Steel Dynamics team delivered another year of strong performance in 2023. Our strategic growth and market positioning over the last number of years were integral to our performance. We achieved strong after-tax return on invested capital of 32% for the three-year period ended December 31, 2023, leading each of the materials companies in the S&P 500® index. Additionally,

we achieved numerous milestones and performed at the top of our industry both operationally and financially.

We achieved our second highest sales of $18.8 billion with healthy demand across each of our operating platforms. Our consolidated operating income of $3.2 billion and net income of $2.5 billion, representing our third highest annual performance, were driven by our steel operations achieving operating income of $1.9 billion and our steel fabrication operations achieving their second highest operating income of $1.6 billion. Our low-cost, highly-diversified product offerings are a testament of our performance across all platforms.

We generated cash flow from operations of $3.5 billion during 2023 and ended the year with strong liquidity of $3.5 billion. We made significant investments in our operations and our aluminum growth platform with capital expenditures of nearly $1.7 billion. We maintained our positive dividend profile increasing cash dividends 25% per share and returned $1.7 billion to our shareholders in the form of both dividends and share repurchases. We believe we are uniquely positioned to execute meaningful strategic growth initiatives, while also continuing to return significant capital to shareholders.

Strategic Growth

During 2023, we made meaningful progress on our strategic growth initiatives. We increased production and improved financial results at our Sinton EAF flat roll steel mill expanding our steelmaking capacity by 25%. The team has achieved a number of key production milestones and we are excited for further advancements in the years ahead.

We completed the construction of four value-added flat roll steel coating lines increasing our value-added product diversification and higher margin products. We plan to commission these lines in early 2024.

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2 Health and Safety | Entrepreneurial Culture | Customer Commitment | Strategic Sustainable Growth | Innovation | Financial Strength

Construction continues for our $2.7 billion 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi and two satellite recycled aluminum slab centers to be located in the Southwestern U.S. and Northcentral Mexico. Due to our circular manufacturing model with metals recycling as the largest nonferrous recycler in North America, our customers are excited to partner with us to drive aluminum production with a high-recycled content and lower-carbon emissions footprint. We expect production to begin mid-2025.

All of these achievements are a testament to our team’s dedication to Steel Dynamics’ vision, while also further positioning the Company for continued long-term success.

Capital Returns

We believe in rewarding our shareholders for their long-term commitment to our company. Based on our confidence in the consistency and strength of our cash generation capabilities, we have consistently grown our cash dividends to shareholders in alignment with our structural growth initiatives, maintaining a positive cash dividend growth profile. Over the last ten years, our cash dividend has more than tripled in recognition of the fundamental increase in our through-cycle cash flow generation.

As a strategic and flexible shareholder distribution complement to our cash dividend, we also actively utilize our share repurchase programs in periods of strong cash generation, taking into consideration our strategic growth strategy and other factors. Over the last seven years, we have repurchased $5.6 billion, or 37%, of our common stock, and in November 2023, our board of directors approved an additional share repurchase authorization of $1.5 billion.

Our Resources

We are committed to operating our business in an environmentally responsible manner and have been since our founding. We only use electric arc furnace (EAF) steelmaking technology, which emits approximately one-third of the Scope 1, 2 and 3 greenhouse gas (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 have always been, and continue to be, a leader in the production of sustainable, lower-carbon emissions steel products. While we believe we have the lowest GHG emissions intensity of any domestic steel producer, we continue to plan to further lower our environmental impact.

In an undertaking that is critical to our decarbonization efforts, we are building a biocarbon production facility near our Columbus, Mississippi steelmaking facility. The facility will use a high temperature pyrolysis to convert sustainably sourced biomass to high purity biocarbon. We expect the facility will reduce our steel mills’ Scope 1 GHG absolute emissions by as much as 35%. This facility is projected to begin operations before the end of 2024.

In addition, we recently signed the largest renewable product purchase agreement for the steel industry in North America, representing approximately 15% of our steel mills’ power requirements. The wind energy center that is associated with this agreement came online in the first quarter of 2024 and represents the single most significant step in increasing our exposure to renewable electrical energy, propelling us beyond our 2025 goal and much of the way to our 2030 goal.

I am excited about the progress we have already made and our plans related to decarbonization for the coming years. Our decarbonization strategy is an ongoing journey, and we plan to use our entrepreneurial, innovative spirit to continue to be a leader in the industry.

Voting Information

The proxy materials are available on the Internet at: http://materials.proxyvote.com/858119 and at www.steeldynamics.com under the heading “Investors.”

Your vote is very important to us, and I encourage you to vote your shares. There are several ways in which you can vote your shares, including via the Internet, by telephone, or by signing, dating and returning your Proxy Card. Specific information about each of these voting methods can be found in the Proxy Statement under the heading “Voting Information”.

As we look to the future, we see opportunity. With our strong financial foundation and entrepreneurial spirit of innovation and excellence, we are distinctively positioned to embrace the momentum from our current operations, while successfully executing current and future strategic growth initiatives.

Thank you for your trust.

Sincerely,

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Steel Dynamics, Inc. | 2024 Proxy Statement 3