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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Filed by a Party other than the Registrant☐

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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 our privilege to invite you to attend the 2025 Annual Meeting for Steel Dynamics, Inc. to be held on Friday, April 25, 2025 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 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 2024, 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, 60% of our facilities operated the entire year without a recordable injury, and over 80% of our facilities operated the entire year without a zero lost time incident. We know our goals are achievable when we all work together.

Our Results

Our Steel Dynamics team delivered another year of strong performance in 2024. Our people, strategic growth, market positioning, and capital allocation were integral to our performance. We achieved strong after-tax return on invested capital of 23% for the three-year period ended December 31, 2024, leading each of the materials companies in the S&P 500® index. We performed at the top of our industry both operationally and financially.

We achieved net sales of $17.5 billion with healthy demand across each of our operating platforms. Our consolidated operating income of $1.9 billion and net income of $1.5 billion, representing our fourth highest annual performance, were driven by our steel operations achieving operating income of $1.6 billion and our steel fabrication operations achieving their third highest operating income of $667 million. Our low-cost, highly-diversified product offerings are a testament of our performance across all of our platforms.

We generated cash flow from operations of $1.8 billion during 2024 and ended the year with strong liquidity of $2.2 billion. We made significant investments in our operations and our aluminum growth platform with capital expenditures of $1.9 billion. In 2024, we maintained our positive dividend profile increasing cash dividends 8% per share and returned $1.5 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 2024, we made significant progress on our key strategic growth initiatives. In our steel operations, our Sinton electric arc furnace (EAF) flat roll steel mill gained considerable momentum, achieving 80% capacity near 2024 year-end and reaching 90% levels in early 2025. We remain incredibly excited about what the team has done and look forward to further advancements in the months ahead. In addition, during 2024 we continued ramping up our four value-added flat roll steel coating lines which increases our value-added product diversification and higher margin products. The four value-added flat roll steel coating lines are steadily increasing volumes and product quality.

In our aluminum operations, construction is nearing completion on our 650,000 metric ton state-of-the-art lower-carbon, recycled aluminum flat rolled products mill in Columbus, Mississippi. In January 2025, we were incredibly proud to produce our first aluminum ingot at our Columbus facility. We remain on schedule for a systematic commissioning of the rest of the facility with commercial shipments expected mid-2025. 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. Also, we're developing an on-site industrial park to locate aluminum processing and consuming facilities there. We've already announced one such relationship who will help service our aluminum automotive customers, and we are in negotiations with others, representing approximately 15% of annual on-site processing capability.

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 thirteen consecutive years, resulting in a per share amount that stands five times higher with a compound annual growth rate of 13%. This dividend growth profile significantly outpaces our peers and industry benchmarks, meaningfully rewarding our long-term shareholders.

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 eight years, we have repurchased $6.7 billion, or 41%, of our common stock, and in February 2025, 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 EAF steelmaking technology, which generates significantly less greenhouse gas (GHG) emissions and requires 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 lower-carbon emissions steel products. While we believe we operate some of the most efficient steel operations in the world, we recognize the need for continuous improvement.

In 2024, we announced our certified, science-based GHG emissions intensity targets for our steel mills which are in alignment with the 1.5° C scenario set forth in the Paris Agreement. These GHG emissions intensity targets were established using the Global Steel Climate Council’s (GSCC) Steel Climate Standard, a technology-agnostic global standard to measure and report steel product GHG emissions. For further information about our updated carbon emissions goals, please see the ‘Valuing our Environment’ section below.

In an undertaking that is critical to our decarbonization efforts, we are nearing completion of the construction on 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 in the first half of 2025.

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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