# Steel Dynamics (STLD) - Recent Events, January to October 2026

## Filings that contain financial statements

Steel Dynamics furnishes unaudited income statements, balance sheets and cash flow statements inside the Exhibit 99.1 earnings releases attached to its Item 2.02 Form 8-Ks:

- Form 8-K filed October 20, 2026, accession 0001104659-26-117217: third quarter 2026 (three and nine months ended September 30, 2026, with the three months ended June 30, 2026 for comparison). Income statement, balance sheet at September 30, 2026, cash flow statement, segment and Adjusted EBITDA supplement.
- Form 8-K filed July 21, 2026, accession 0001104659-26-085277: second quarter 2026 (three and six months ended June 30, 2026). Income statement, balance sheet, cash flow statement.
- Form 8-K filed April 21, 2026, accession 0001104659-26-045938: first quarter 2026 (three months ended March 31, 2026). Income statement, balance sheet, cash flow statement.
- Form 8-K filed January 27, 2026, accession 0001104659-26-006889: fourth quarter and full year 2025 (three months and year ended December 31, 2025). Income statement, balance sheet, cash flow statement.

## Earnings releases

- **October 19, 2026 (8-K 0001104659-26-117217), third quarter 2026.** Net sales $6.5 billion, operating income $1.0 billion, net income $756 million ($5.26 per diluted share), against $534 million ($3.69) in the second quarter and $404 million ($2.74) a year earlier. Record steel shipments of 3.8 million tons; adjusted EBITDA $1.2 billion; cash flow from operations $846 million; liquidity $2.4 billion. Steel average external selling price rose $102 sequentially to $1,400 per ton. Aluminum operating loss was $26 million, 21 percent better than the second quarter; the company said yield losses over a number of weeks, traced to hot strip mill rolling coolant composition, held volumes below expectations and that the cause had been corrected. All three aluminum cold mills are operating; the first of two CASH lines is running and the second is expected to be operational early in the first quarter of 2027. Nine-month net income was $1.7 billion ($11.72 per diluted share) on net sales of $17.8 billion.
- **July 20, 2026 (8-K 0001104659-26-085277), second quarter 2026.** Net sales $6.1 billion, net income $534 million ($3.69 per diluted share), after a $16 million non-cash asset impairment charge tied to relocating the planned second satellite aluminum recycled slab center from Arizona to Columbus, Mississippi. Record steel shipments of 3.7 million tons; adjusted EBITDA $921 million; cash flow from operations $428 million; share repurchases $200 million.
- **April 20, 2026 (8-K 0001104659-26-045938), first quarter 2026.** Net sales $5.2 billion, operating income $538 million, net income $403 million ($2.78 per diluted share). Record steel shipments of 3.6 million tons; adjusted EBITDA $700 million; cash flow from operations $148 million after a $120 million profit-sharing distribution.
- **January 26, 2026 (8-K 0001104659-26-006889), fourth quarter and full year 2025.** Fourth quarter net income $266 million ($1.82 per diluted share); 2025 net sales $18.2 billion, net income $1.2 billion, adjusted EBITDA $2.2 billion, cash flow from operations $1.4 billion, record steel shipments of 13.7 million tons.

## Earnings guidance

The company issued per-share guidance ahead of each 2026 quarter. Each was furnished under Item 7.01.

- **March 17, 2026 (8-K 0001104659-26-030153):** first quarter $2.73 to $2.77 per diluted share. Reported $2.78. The company said it had temporarily slowed share repurchases (about $66 million so far in the quarter) because of profit-sharing payments and working capital needs for the aluminum ramp, and planned to resume a normal pace in the second quarter.
- **June 17, 2026 (8-K 0001104659-26-075470):** second quarter $3.51 to $3.55, including the $16 million Arizona-related write-down. Reported $3.69. Repurchases of $170 million so far in the quarter.
- **September 17, 2026 (8-K 0001104659-26-108777):** third quarter $5.34 to $5.38. Reported $5.26, below the guided range. Repurchases of $261 million so far in the quarter; steel fabrication backlog nearly 50 percent above the prior year and extending through the first quarter of 2027.

## Management and board changes

- **August 4, 2026 (8-K 0001104659-26-090129).** Mark Millett gave notice on August 3 that he will retire as CEO effective January 1, 2027 and become Executive Chairman. Theresa Wagler, Executive Vice President and CFO since 2007, becomes President and CEO on that date and joined the board immediately, raising it from seven to eight members. Richard Poinsatte, Executive Vice President and Treasurer, becomes CFO on January 1, 2027. Effective September 1, 2026: Barry Schneider (President and COO) becomes Executive Vice President and Chief Technology Officer; Miguel Alvarez, James Anderson and Christopher Graham become Executive Vice Presidents and Chief Operating Officers for, respectively, Aluminum Flat Rolled Products and Metals Recycling, Construction Products, and Flat Rolled Steel.
- **August 18, 2026 (8-K/A 0001104659-26-098390).** The Compensation Committee approved on August 12 one-time transition awards: Barry Schneider and Christopher Graham are each to receive $2,000,000 of restricted stock units on December 15, 2026, half vesting December 15, 2028 and half December 15, 2029.
- **October 19, 2026 (8-K 0001104659-26-116898).** Leadership promotions: Chad Bickford, Jeff Hansen and Tommy Scruggs became Senior Vice Presidents effective October 1. Effective November 1, Daniel Keown becomes Senior Vice President, Flat Rolled Steel Production; Yury Krotov Vice President, Long Products Steel Operations; and Dominic Freiburger Vice President and Treasurer, reporting to incoming CFO Rick Poinsatte.
- **March 27, 2026 (8-K 0001104659-26-035891).** Directors Richard Teets, Jr. and Gabriel Shaheen said on March 25 they would retire from the board at the May 6, 2026 annual meeting without standing for reelection, reducing the board from nine to seven. The filing states neither decision resulted from a disagreement with the company.
- **May 8, 2026 (8-K 0001104659-26-057616, Item 5.07).** At the May 6 annual meeting, shareholders elected all seven nominees, ratified Ernst & Young LLP for 2026 and approved named executive officer compensation in an advisory vote. A shareholder proposal on political spending was not approved (47.9 million votes for, 73.9 million against).

## Dividends

- **February 20, 2026 (8-K 0001104659-26-018398):** first quarter dividend of $0.53 per share, 6 percent above the 2025 quarterly rate; payable on or about April 10, 2026.
- **May 7, 2026 (8-K 0001104659-26-057616):** second quarter dividend of $0.53 per share, payable on or about July 10, 2026.
- **August 14, 2026 (8-K 0001104659-26-096861):** third quarter dividend of $0.53 per share, payable on or about October 9, 2026 to holders of record September 30.

## Capital allocation

- Share repurchases were $276 million in the third quarter of 2026 and $591 million over the first nine months, about two percent of outstanding shares (8-K 0001104659-26-117217). The 2025 total was $901 million (8-K 0001104659-26-006889).
- Debt: the January 2026 earnings release reports that on November 21, 2025 the company issued $800 million of unsecured notes ($650 million of 4.000% notes due 2028 and $150 million of 5.250% notes due 2035) and used the proceeds to redeem its $400 million 5.000% notes due 2026 and for general corporate purposes (8-K 0001104659-26-006889). The quarterly report for the period ended September 30, 2026 (accession 0001104659-26-118461) states total debt of $4.2 billion, unchanged from December 31, 2025.

## Acquisitions and strategic items

- **BlueScope Steel proposal (not signed).** In an 8-K filed January 6, 2026 (0001104659-26-000833, Items 7.01 and 9.01), Steel Dynamics furnished SGH Ltd's announcement, dated January 5, 2026 US Eastern time, confirming that SGH and Steel Dynamics had submitted a non-binding indicative offer (submitted December 12, 2025) for SGH to acquire all of BlueScope Steel Ltd by scheme of arrangement at A$30.00 per share in cash, a total equity value of A$13.2 billion (US$8.8 billion). The release states that on completion SGH would on-sell BlueScope's North American operations to Steel Dynamics and retain the Australia and Rest of World operations, that the two companies had entered a 12-month exclusivity agreement with each other, and that the proposal was subject to due diligence, a binding scheme implementation deed, and shareholder and regulatory approvals. On February 17, 2026 (8-K 0001104659-26-016583), Steel Dynamics and SGH Ltd jointly confirmed a revised non-binding indicative offer for all of BlueScope Steel Ltd at A$32.35 per share (A$34.00 before deducting A$1.65 of BlueScope dividends), described as best and final absent a superior competing proposal, valuing BlueScope equity at about A$15 billion (US$11 billion), all cash. That equity value is for the whole of BlueScope, not Steel Dynamics' share. The release states the revised offer remained subject to the same conditions, and that no final decision to make a binding proposal had been taken. No later 8-K or the September 30, 2026 quarterly report describes a signed agreement, a withdrawal or any other outcome, so the status after February 17, 2026 is not established by the company's SEC filings reviewed here.
- **New Process Steel (closed).** The company completed the acquisition of the remaining 55 percent of New Process Steel, L.P. on December 1, 2025, taking ownership from 45 percent to 100 percent for a purchase price of $229 million, per the annual report for 2025 (accession 0001104659-26-021395) and the September 30, 2026 quarterly report (accession 0001104659-26-118461). The Q3 release footnotes New Process Steel as included in steel processing shipments beginning December 1, 2025.
- **SDI Biocarbon Solutions (closed).** The September 30, 2026 quarterly report (accession 0001104659-26-118461) states that effective June 19, 2026 the company's ownership of SDI Biocarbon Solutions, LLC increased to 100 percent. No 8-K covers this.
- **Aluminum site change.** The June 17 and July 20, 2026 releases report the decision to move the planned second satellite aluminum recycled slab center from Arizona to Columbus, Mississippi, citing differences with Arizona state officials, with a $16 million non-cash write-down in the second quarter.