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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Steel Dynamics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On behalf of our Board of Directors, it is my privilege to invite you to attend the 2026 Annual Meeting for Steel Dynamics, Inc. to be held on Wednesday, May 6, 2026 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 want to 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 commitment to safety, passion, innovation, and dedication to excellence.

Health and Safety

The health and safety of our colleagues is our number one value and primary focus. Nothing is more important than the well-being of each individual team member. Safety is fundamental to our culture, and we are collectively responsible for ensuring every person remains engaged in sustaining a safe workplace for themselves, their colleagues, and their families.

We had another great year in terms of safety, but we must keep moving toward our goal of zero incidents. Our world-class safety culture continues to mature and our team’s dedication to our Take Control of Safety program is extraordinary and continues to produce strong results. We achieved a near record low companywide total recordable injury rate, nearly 60% of our facilities operated the entire year without a recordable injury, and nearly 80% of our facilities operated the entire year with a zero lost time incident rate. We know our goals are achievable when we all work together.

Our Results

Our Steel Dynamics team once again delivered a strong performance across a number of key business measures. Our entrepreneurial culture is central to this success and is reinforced by a comprehensive performance-based compensation philosophy that spans from those on the plant floor through those in senior leadership. We generated a resilient 3-year after-tax return on invested capital, a testament to our ongoing high-return capital allocation strategy. We performed at the top of our industry both operationally and financially.

We achieved our fourth-best year for revenues of $18.2 billion with healthy demand across each of our operating platforms. Our consolidated operating income of $1.5 billion and net income of $1.2 billion were driven by our steel operations achieving operating income of $1.4 billion and our steel fabrication operations achieving operating income of $407 million. Our performance across all of our platforms is attributed to our low, highly variable cost structure and diverse and value-added product portfolio.

We generated $1.4 billion in operating cash flow during 2025 and ended the year with strong liquidity of more than $2.2 billion. We made significant investments in our operations and our aluminum growth platform, with capital expenditures of $948 million. We maintained our positive dividend profile, increasing cash dividends by 9% per share in February 2025, and returned $1.2 billion to our shareholders through a combination of dividends and share repurchases. We believe we are uniquely positioned to execute meaningful strategic growth initiatives while continuing to return significant capital to shareholders and maintaining our investment-grade credit metrics.

Strategic Growth

During 2025, we made significant progress on our key strategic growth initiatives. In our steel operations, our Sinton electric arc furnace (EAF) flat roll steel mill achieved consistent operational execution and the downstream value-added product quality has matured, contributing to record annual steel shipments. In December 2025, we acquired the remaining 55% equity interest in New Process Steel, a metals solutions and distribution supply-chain management company. This acquisition expands our exposure to value-added manufacturing opportunities, while continuing to serve our other long-standing flat rolled steel customer needs. We welcome the New Process teams to the Steel Dynamics family.

In our aluminum operations, the team continues to commission and ramp up operations at our 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi. We have successfully produced finished aluminum flat-rolled products for the industrial and beverage can markets, as well as hot band for the automotive sector, which have been qualified by several customers much sooner than anticipated. We sincerely thank those customers who have helped us. Although there is still work ahead, the team has strong momentum and achieved positive results in December, positioning us well as we continue commissioning and ramping operations. Due to our circular manufacturing model with our metals recycling platform 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.

These achievements are a testament to our team’s dedication to our 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, durability, and growth of our cash generation capabilities, we have regularly increased our cash dividends to shareholders. These increases align with our structural growth initiatives, facilitating a positive cash dividend growth profile. We have increased our cash dividend for fourteen consecutive years, resulting in a per share amount that stands five times higher with a compound annual growth rate of 13%.

Additionally, as a flexible shareholder distribution complement to our cash dividend, we 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 nine years, we have repurchased $7.6 billion, or 43%, of our common stock.

Our dividend growth profile and share repurchase program significantly outpace our peers and industry benchmarks, meaningfully rewarding our long-term shareholders.

Our Resources

We are committed to operating our business in an environmentally responsible manner and have been since our founding. Our steel mills exclusively use EAF steelmaking technology, which uses recycled ferrous scrap as its primary raw material. This approach to steelmaking has a significantly lower environmental impact compared to traditional steelmaking methods. The new aluminum flat rolled products mill uses recycled aluminum scrap as its primary raw material and is engineered to provide an energy-efficient, lower-environmental-impact product alternative compared to average aluminum flat rolled production. Through our EAF steelmaking process, circular manufacturing model, and innovative teams, we are already a leader in the production of lower-embodied-carbon steel products across the global industry, and we remain firmly committed to further decarbonization.

In an undertaking that is critical to our decarbonization efforts, the biocarbon team is continuing to refine operations and increase production at our 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%. In the third quarter of 2025, the team produced their first biocarbon, which was successfully used as a carbon replacement at our Columbus steel mill.

In 2025, we launched our lower-embodied-carbon steel product offerings, BIOEDGE™ and EDGE™, to support customers in achieving their greenhouse gas emissions reduction and sustainability initiatives without compromising performance or quality. Additionally in 2025, each of our steel mills achieved Global Steel Climate Council (GSCC) product certification, validating that these steel products are on the glidepath to achieve the goals of the Paris Climate Agreement’s 1.5° C scenario.

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, by mail, or in person at the Annual Meeting. 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,

Mark D. Millett

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