UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period

ended ~~September~~March 3031, ~~2025~~2026

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______

Commission File Number 0-21719

Steel Dynamics, Inc.

(Exact name of registrant as specified in its charter)

Indiana		35-1929476
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7575 West Jefferson Blvd, Fort Wayne, IN		46804
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (260) 969-3500

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act.


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock voting, $0.0025 par value	STLD	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ⌧ Accelerated filer ◻ Non-accelerated filer ◻ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No⌧

As of ~~October~~April 22, ~~2025~~2026, Registrant had ~~146~~144,~~034~~212,~~859~~781 outstanding shares of common stock.

Table of Contents

STEEL DYNAMICS, INC.

Table of Contents

PART I. Financial Information

Item 1.	Financial Statements:	Page

	Consolidated Balance Sheets as of ~~September~~March 3031, ~~2025~~2026 (unaudited) and December 31, ~~2024~~2025	1

	Consolidated Statements of Income for the three ~~and nine~~-month periods ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the three ~~and nine~~-month periods ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (unaudited)	3

	Consolidated Statements of Cash Flows for the three ~~and nine~~-month periods ended ~~September 30~~March, ~~2025~~31 2026 and ~~2024~~2025 (unaudited)	4

	Notes to Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2422

Item 4.	Controls and Procedures	2422



	PART II. Other Information

Item 1.	Legal Proceedings	2523

Item 1A.	Risk Factors	2523

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2523

Item 3.	Defaults Upon Senior Securities	2523

Item 4.	Mine Safety Disclosures	2523

Item 5.	Other Information	2523

Item 6.	Exhibits	2624

Exhibit Index		2624

Signature		2725

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STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~2024~~2025
Assets	(unaudited)
Current assets
Cash and equivalents	$	~~770~~556,~~356~~527	$	~~589~~769,~~464~~878
Short-term investments		-		147,811
Accounts receivable, net		2,050,980		1,680,249
Accounts receivable, net		1,697,298		1,362,969
Accounts receivable-related parties		5,454		2,411
Accounts receivable-related parties		64,663		54,230
Inventories		3,908,120		3,738,516
Inventories		3,195,660		3,113,733
Other current assets		274,089		293,117
Other current assets		351,428		163,131
Total current assets		6,795,170		6,484,171
Total current assets		6,079,405		5,431,338

Property, plant and equipment, net		8,~~493~~549,~~550~~876		8,~~117~~569,~~988~~466
Intangible assets, net		~~206~~323,~~549~~489		~~227~~331,~~234~~290
Goodwill		477,471		477,471
Other assets		~~708~~574,~~055~~213		~~681~~557,~~202~~382
Total assets	$	1516,~~965~~720,~~030~~219	$	1416,~~935~~419,~~233~~780
Liabilities and Equity
Current liabilities
Accounts payable	$	1,~~201~~366,~~459~~020	$	~~972~~1,~~645~~223,776
Accounts payable-related parties		13,~~306~~474		7,~~267~~582
Income taxes payable		3135,~~088~~202		367,~~783~~315
Accrued payroll and benefits		~~302~~225,~~245~~703		~~373~~361,~~216~~494
Accrued expenses		~~435~~408,~~199~~196		~~366~~427,~~682~~432
Current maturities of long-term debt		122,~~429~~124		~~426~~34,~~990~~655
Total current liabilities		12,~~956~~170,~~726~~719		2,~~150~~122,~~583~~254

Long-term debt		34,~~781~~178,~~026~~669		24,~~804~~176,~~017~~508
Deferred income taxes		1,~~105~~042,~~134~~980		~~902~~1,~~186~~004,375
Other liabilities		~~151~~194,~~819~~449		~~133~~186,~~201~~232
Total liabilities		67,~~994~~586,~~705~~817		57,~~989~~489,~~987~~369

Commitments and contingencies

Redeemable noncontrolling interests		141,226		~~171~~141,~~212~~226

Equity
Common stock voting, $0.0025 par value; 900,000,000 shares authorized;
268,417,974 and 268,377,165 shares issued; and 146,156,096 and 151,117,153
268,694,600 and 268,644,427 shares issued; and 144,443,460 and 144,940,102
shares outstanding, as of September 30, 2025 and December 31, 2024, respectively		652		652
shares outstanding, as of March 31, 2026 and December 31, 2025, respectively		653		653
Treasury stock, at cost; 122,261,878 and 117,260,012 shares,
Treasury stock, at cost; 124,251,140 and 123,704,325 shares,
as of September 30, 2025 and December 31, 2024, respectively		(7,743,046)		(7,094,266)
as of March 31, 2026 and December 31, 2025, respectively		(8,088,699)		(7,980,549)
Additional paid-in capital		1,~~243~~237,~~261~~939		1,~~229~~248,~~819~~634
Retained earnings		1516,~~495~~015,~~603~~823		1415,~~798~~689,~~082~~042
Accumulated other comprehensive loss		(~~1,328~~858)		-(598)
Total Steel Dynamics, Inc. equity		89,~~995~~164,~~142~~858		8,~~934~~957,~~287~~182
Noncontrolling interests		(~~166~~172,~~043~~682)		(~~160~~167,~~253~~997)
Total equity		8,~~829~~992,~~099~~176		8,~~774~~789,~~034~~185
Total liabilities and equity	$	1516,~~965~~720,~~030~~219	$	1416,~~935~~419,~~233~~780

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)



	Three-Month Periods Ended				~~Nine-Month Periods Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~

Net sales
Unrelated parties	$	45,~~651~~185,~~398~~334	$	4,~~162~~241,~~651~~499	$	~~13,233,695~~	$	~~13,103,464~~
Related parties		~~176~~19,~~817~~524		~~178~~127,~~964~~696		~~528,838~~		~~564,788~~
Total net sales		45,~~828~~204,~~215~~858		4,~~341~~369,~~615~~195		~~13,762,533~~		~~13,668,252~~

Costs of goods sold		4,~~070~~441,~~335~~635		3,~~736~~882,~~398~~651		~~11,899,641~~		~~11,307,400~~
Gross profit		~~757~~763,~~880~~223		~~605~~486,~~217~~544		~~1,862,892~~		~~2,360,852~~

Selling, general and administrative expenses		~~200~~175,~~844~~220		~~167~~181,~~692~~808		~~580,662~~		~~487,215~~
Profit sharing		42,~~389~~198		3422,~~444~~695		~~95,790~~		~~145,149~~
Amortization of intangible assets		67,~~890~~801		76,~~644~~897		~~20,684~~		~~22,953~~
Operating income		~~507~~538,~~757~~004		~~395~~275,~~437~~144		~~1,165,756~~		~~1,705,535~~

Interest expense, net of capitalized interest		1333,~~573~~241		1712,~~071~~131		~~43,085~~		~~41,768~~
Other (income) expense, net		(19,662)		(29,659)		(59,695)		(75,151)
Other income, net		(8,450)		(17,641)
Income before income taxes		513,~~846~~213		~~408~~280,~~025~~654		~~1,182,366~~		~~1,738,918~~

Income tax expense		~~109~~113,~~920~~108		8762,~~131~~975		~~259,570~~		~~398,834~~
Net income		~~403~~400,~~926~~105		~~320~~217,~~894~~679		~~922,796~~		~~1,340,084~~

Net income attributable to noncontrolling interests		(241)		(3,092)		(3,234)		(10,243)
Net loss (income) attributable to noncontrolling interests		3,331		(528)
Net income attributable to Steel Dynamics, Inc.	$	403,~~685~~436	$	~~317~~217,~~802~~151	$	~~919,562~~	$	~~1,329,841~~



Basic earnings per share attributable to Steel
Dynamics, Inc. stockholders	$	2.7579	$	21.0645	$	~~6.19~~	$	~~8.50~~

Weighted average common shares outstanding		~~146~~144,~~947~~797		~~154~~150,~~061~~262		~~148,532~~		~~156,528~~

Diluted earnings per share attributable to Steel
Dynamics, Inc. stockholders, including the effect
of assumed conversions when dilutive	$	2.7478	$	21.0544	$	~~6.17~~	$	~~8.46~~

Weighted average common shares and share equivalents outstanding		~~147~~145,~~600~~321		~~154~~150,~~810~~809		~~149,123~~		~~157,248~~

Dividends declared per share	$	0.5053	$	0.4650	$	~~1.50~~	$	~~1.38~~

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)



	Three-Month Periods Ended				~~Nine-Month Periods Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~

Net income	$	~~403~~400,~~926~~105	$	~~320~~217,~~894~~679	$	~~922,796~~	$	~~1,340,084~~
Other comprehensive income (loss) - net unrealized income gain (loss)
Other comprehensive loss - net unrealized loss
on cash flow hedging derivatives, net of income tax expense (benefit)
on cash flow hedging derivatives, net of income tax benefit
of ($805) and $314 for the three months ended, and ($426) and ($276)
of $82 for the three months ended March 31, 2026		(260)		-
for the nine months ended September 30, 2025 and 2024, respectively.		(2,506)		983		(1,328)		(866)
Comprehensive income		399,845		217,679
Comprehensive income		401,420		321,877		921,468		1,339,218


Comprehensive loss (income) attributable to noncontrolling interests		3,331		(528)
Comprehensive income attributable to noncontrolling interests		(241)		(3,092)		(3,234)		(10,243)
Comprehensive income attributable to Steel Dynamics, Inc.	$	403,176	$	217,151
Comprehensive income attributable to Steel Dynamics, Inc.	$	401,179	$	318,785	$	918,234	$	1,328,975

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)



	Three-Month Periods Ended				~~Nine-Month Periods Ended~~
	~~September~~March 3031,				~~September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~

Operating activities:
Net income	$	~~403~~400,~~926~~105	$	~~320~~217,~~894~~679	$	~~922,796~~	$	~~1,340,084~~

Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		~~138~~159,~~487~~280		~~121~~133,~~052~~756		~~405,108~~		~~353,357~~
Equity-based compensation		1417,~~238~~451		1217,~~828~~040		~~45,341~~		~~41,453~~
Deferred income taxes		~~147~~32,~~570~~669		1416,~~832~~249		~~202,948~~		~~(1,615)~~
Other adjustments		(72,~~986~~293)		(104,~~523~~195)		~~(13,071)~~		~~1,779~~
Changes in certain assets and liabilities:
Accounts receivable		(60373,~~985~~774)		~~210~~(303,~~435~~602)		~~(344,762)~~		~~43,350~~
Inventories		64(174,~~501~~427)		2813,~~169~~810		~~(85,106)~~		~~(151,501)~~
Other assets		~~(34~~21,~~551)~~001		(1132,~~851~~115)		~~(58,877)~~		~~(22,054)~~
Accounts payable		(4156,~~817)~~905		~~(13~~248,~~852)~~600		~~238,516~~		~~(11,604)~~
Income taxes receivable/payable		~~(65~~74,~~070)~~432		~~(12~~42,~~971)~~815		~~(104,965)~~		~~7,017~~
Accrued expenses		~~127~~(163,~~295~~033)		~~100~~(197,~~840~~434)		~~(31,106)~~		~~(102,635)~~
Net cash provided by operating activities		~~722~~148,~~608~~316		~~759~~152,~~853~~603		~~1,176,822~~		~~1,497,631~~

Investing activities:
Purchases of property, plant and equipment		(~~165~~137,~~692~~979)		(~~621~~305,~~355~~506)		~~(759,529)~~		~~(1,414,831)~~
Purchases of short-term investments		-		(~~430~~10,~~826~~000)		~~(39,571)~~		~~(699,879)~~
Proceeds from maturities of short-term investments		~~39,571~~-		~~204~~137,~~543~~811		~~186,996~~		~~775,851~~
Other investing activities		5(1,~~593~~087)		(41,~~357~~064)		~~7,121~~		~~(15,656)~~
Net cash used in investing activities		(~~120~~139,~~528~~066)		(~~851~~178,~~995~~759)		~~(604,983)~~		~~(1,354,515)~~

Financing activities:
Issuance of current and long-term debt		~~407~~599,~~965~~469		1,~~185~~405,~~657~~943		~~2,298,186~~		~~2,145,538~~
Repayment of current and long-term debt		(~~408~~612,~~291~~359)		(~~527~~432,~~977~~527)		~~(1,743,423)~~		~~(1,531,969)~~
Dividends paid		(7372,~~894~~470)		(7169,~~584~~514)		~~(218,098)~~		~~(212,216)~~
Purchases of treasury stock		(~~210~~115,~~388~~087)		(~~309~~250,~~901~~138)		~~(660,574)~~		~~(917,024)~~
Other financing activities		(522,~~056~~312)		1(30,~~177~~469)		~~(67,243)~~		~~(13,153)~~
Net cash provided by (used in) financing activities		(289,664)		277,372		(391,152)		(528,824)
Net cash (used in) provided by financing activities		(222,759)		623,295

Increase (decrease) in cash, cash equivalents, and restricted cash		~~312~~(213,~~416~~509)		~~185~~597,~~230~~139		~~180,687~~		~~(385,708)~~
Cash, cash equivalents, and restricted cash at beginning of period		~~463~~775,~~281~~272		~~835~~595,~~526~~010		~~595,010~~		~~1,406,464~~

Cash, cash equivalents, and restricted cash at end of period	$	~~775~~561,~~697~~763	$	1,~~020~~192,~~756~~149	$	~~775,697~~	$	~~1,020,756~~


Supplemental disclosure information:
Cash paid for interest	$	2526,~~645~~000	$	928,~~102~~477	$	~~88,859~~	$	~~59,466~~
Cash paid for income taxes, net	$	224,~~192~~491	$	813,~~742~~717	$	~~150,662~~	$	~~383,455~~

See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Description of the Business and Significant Accounting Policies

Description of the Business

Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is ~~one~~a ofleading ~~the~~industrial ~~largest~~metals ~~and~~solutions ~~most~~company, ~~diversified~~with ~~domestic~~facilities ~~steel~~located ~~producers~~throughout ~~and~~the ~~metals~~United ~~recycler,~~States ~~combined~~and ~~with~~Mexico. aSDI ~~meaningful~~is ~~steel~~one ~~fabrication~~of ~~manufacturing~~the ~~platform.~~largest ~~The~~domestic ~~company~~steel ~~has~~producers ~~four~~and ~~reporting~~metal ~~segments:~~recyclers ~~steel~~in ~~operations~~North America, ~~metals~~combined ~~recycling~~with ~~operations,~~meaningful downstream steel fabrication operations,. ~~and~~The ~~aluminum~~company ~~operations.~~has ~~Effective~~also ~~the~~recently ~~fourth~~added ~~quarter~~aluminum ~~2024~~operations, ~~results~~further ~~from~~diversifying anits ~~entity~~product ~~previously~~offerings ~~reported within the metals recycling operations segment were moved~~ to ~~the~~supply aluminum ~~operations~~flat ~~segment,~~rolled ~~consistent~~products with ahigher ~~change~~recycled incontent ~~how~~to the ~~company’s~~countercyclical ~~chief~~sustainable ~~operating~~beverage ~~decision~~can ~~maker~~industry, ~~manages~~in ~~the~~addition ~~business.~~to ~~Segment~~the ~~information~~automotive ~~provided~~and ~~within~~industrial ~~this Form 10-Q, including within Note 8~~sectors. ~~Segment~~The ~~Information,~~company has ~~been~~four ~~recast~~reporting ~~for~~segments: ~~all~~steel ~~prior~~operations, ~~periods~~metals ~~consistent~~recycling ~~with~~operations, ~~the~~steel ~~current~~fabrication ~~reportable~~operations, ~~segment~~and ~~presentation~~aluminum operations.

Steel Operations Segment. Steel operations include the company’s electric arc furnace (EAF) steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, and Roanoke Bar Division~~, and Steel of West Virginia~~; steel coating and processing operations at Steel of West Virigina, The Techs, Heartland Flat Roll Division, United Steel Supply (“USS”), New Process Steel, L.P., and Vulcan Threaded Products, Inc.; warehouse operations in Mexico; and a 75% controlling equity interest in SDI Biocarbon Solutions, LLC.

Metals Recycling Operations Segment. Metals recycling operations include the company’s ~~OmniSource~~Omni ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily located throughout the United States (US), and in Central and Northern Mexico.

Steel Fabrication Operations Segment. Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the US, and in Northern Mexico. Revenues from these plants are generated from the fabrication of ~~girders,~~ steel joists, joist girders and steel deck systems used within the non-residential construction industry.

Aluminum Operations Segment. Aluminum operations include ~~the~~a ~~company’s~~650,000-metric-ton recycled aluminum flat rolled products mill ~~nearing completion of construction~~ in Columbus, Mississippi,; two 150,000-metric-ton satellite recycled aluminum slab centers, one in ~~the~~Central ~~southwest~~Mexico ~~United~~and ~~States~~one ~~and~~under ~~Central~~construction ~~Mexico,~~in the Southwest US; and an ancillary recycled aluminum deox-rod facility~~, formerly included in the results of the metals recycling operations segment~~. The flat rolled products mill is a joint venture ~~with Unity Aluminum~~, ~~Inc.~~ of which SDI has a 94.4% equity interest, with Unity Aluminum, Inc.

Other. Other operations consist of subsidiary operations that are below the company’s quantitative thresholds required for reportable segments and primarily ~~consist~~consists of ~~certain~~a joint ~~ventures~~venture and the company’s idled Minnesota ironmaking operations. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses.

Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owners’ proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries. Redeemable noncontrolling interests related to USS (owned 95% ~~and 90%~~ by SDI ~~at September 30, 2025 and December 31, 2024, respectively~~) are $30.0 million ~~and $60.0 million~~ at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024, respectively~~2025. Redeemable noncontrolling interests related to Mesabi Nugget (owned 86% by SDI) are $111.2 million at ~~September~~March 3031, ~~2025,~~2026 and December 31, ~~2024~~2025.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Description of the Business and Significant Accounting Policies (Continued)

On April 1, 2025, a noncontrolling member of USS exercised its option to require SDI to purchase its 5% equity interest, increasing SDI’s ownership to 95%. The remaining noncontrolling member has the option to require SDI to purchase, and SDI has the option to acquire, the remaining 5% equity interest of USS.

Use of Estimates

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, and accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the notes thereto. Actual results may differ from these estimates and assumptions.

In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Correction of an Immaterial Prior Period Error

During the three months ended June 30, 2025, the Company recorded a cumulative adjustment related to the write-off of consumable assets within its Steel Operations. The adjustment resulted in an increase to cost of sales and a decrease to supplies inventory of $32.3 million. The Company evaluated the impact of this correction under the SEC Staff Accounting Bulletin No. 99, “Materiality”, (“SAB 99”) and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” (“SAB 108”) from both quantitative and qualitative perspectives and concluded that it was not material to the previously reported annual and interim financial statements and is not expected to be material to the current annual consolidated financial statements for the year ended December 31, 2025.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents, and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.32 million at ~~September~~March 3031, ~~2025,~~2026 ~~$5.2~~and ~~million~~March ~~at June 30~~31, 2025, $5.54 million at December 31, ~~2024 and September 30~~2025, ~~2024,~~ and $5.65 million at ~~June 30, 2024 and~~ December 31, ~~2023~~2024, which are recorded in Other Assets (noncurrent) in the company’s consolidated balance sheets.

Short-Term Investments

Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company’s short-term investments are classified as trading securities. Interest income from invested cash and short-term investments was $6.8 million and $25.1 million for the three-month periods ended September 30, 2025 and 2024, respectively, and $27.0 million and $72.0 million for the nine-month periods ended September 30, 2025 and 2024, respectively and is recorded in other (income) expense, net as earned.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Description of the Business and Significant Accounting Policies (Continued)

Goodwill

The company’s goodwill consisted of the following at ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025 (in thousands):



Steel Operations Segment	$	272,133
Aluminum Operations Segment		14,000
Metals Recycling Operations Segment		189,413
Steel Fabrication Operations Segment		1,925
	$	477,471

Credit Losses

The company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company’s reasonable estimate of known credit risks and historical experience~~, adjusted for current and anticipated economic and other pertinent factors affecting the company’s customers, that may differ from historical experience~~. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible.

At ~~September~~March 3031, ~~2025~~2026, the company reported $12,~~762~~056.04 million of accounts receivable, net of allowances for credit losses of $54.56 million. Changes in the allowance were not material for each of the three ~~and nine~~-month periods ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

~~Derivative Financial Instruments~~

The company routinely enters into exchange traded futures contracts to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. These exchange traded futures contracts meet the definition of derivative financial instruments. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as cash flow hedges must be adjusted to fair value through earnings. For the effective fair value hedges, the hedged item is recognized on the balance sheet at fair value. Changes in the fair value of the hedged balance sheet item are recognized as an offset against the change in fair value of the derivative in cost of goods sold. Changes in the fair value of cash flow hedges are recognized in other comprehensive income, until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings for fair value hedges. 6

The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. The fair value of the Company’s derivative instruments and required margin deposit amounts totaled $38.0 million and $26.0 million at September 30, 2025 and December 31, 2024, respectively, and are reflected in other current assets in the consolidated balance sheets. Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold and were insignificant for each of the three and nine-month periods ended September 30, 2025 and 2024. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were insignificant for each of the three and nine-month periods ended September 30, 2025 and 2024.

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Description of the Business and Significant Accounting Policies (Continued)

Derivative Financial Instruments

The company routinely enters into exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. These exchange traded futures contracts meet the definition of derivative financial instruments. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as cash flow hedges must be adjusted to fair value through earnings. For the effective fair value hedges, the hedged item is recognized on the balance sheet at fair value. Changes in the fair value of the hedged balance sheet item are recognized as an offset against the change in fair value of the derivative in cost of goods sold and included in cash flows from operations. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings for fair value hedges. Changes in the fair value of cash flow hedges are recognized in other comprehensive income, until the hedged item is recognized in earnings.

The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements. The fair value of the company’s derivative instruments and required margin deposit amounts totaled $53.3 million and $56.2 million at March 31, 2026 and December 31, 2025, respectively, including required margin deposits of $127.1 million and $112.2 million at March 31, 2026 and December 31, 2025, respectively, which are reflected in other current assets in the consolidated balance sheets. The fair value of the derivative instruments is disclosed in Note 6. Fair Value Measurements. Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold. The company recognized losses of $60.9 million and $32.3 million for each of the three-month periods ended March 31, 2026 and 2025, respectively. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were insignificant for each of the three-month periods ended March 31, 2026 and 2025.

Recently Issued Not Yet Adopted Accounting Pronouncements

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement ~~(Topic~~Reporting ~~740):~~Comprehensive ~~Improvements to~~ Income-Expense ~~Tax~~Disaggregation Disclosures, ~~which~~(Subtopic ~~modifies~~220-40): ~~the~~Disaggregation ~~rules~~of onIncome ~~income~~Statement ~~tax~~Expenses, ~~disclosures~~requiring topublic ~~require~~ entities to disclose additional information about specific expense categories in the ~~rate~~notes ~~reconciliation,~~to the ~~income~~financial orstatements ~~loss~~on ~~from~~an ~~continuing~~interim ~~operations before income tax expense or benefit (separated between domestic~~ and ~~foreign)~~annual ~~and income tax expense or benefit from continuing operations (separated by federal, state and foreign)~~basis. ASU ~~2023~~2024-0903 ~~also~~is ~~requires~~effective ~~entities~~for tofiscal ~~disclose~~years ~~their~~beginning ~~income~~after ~~tax~~December ~~payments to international~~15, ~~federal~~2026, ~~state~~ and ~~local jurisdictions, among other changes. The guidance is effective~~ for ~~annual~~interim periods beginning after December 15, ~~2024. ASU 2023-09 is to be applied on a prospective basis~~2027, ~~but~~with ~~retrospective~~early ~~application~~adoption is permitted. The ~~company~~Company is currently evaluating the impact of adopting ~~this~~ASU ~~new guidance on the consolidated financial statements and related disclosures~~2024-03.

Note 2. Business Combination

On December 1, 2025, the company acquired the remaining 55% equity interest in New Process Steel, L.P. (“NPS”), increasing its ownership from 45% to 100% and obtaining control. NPS is a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. The acquisition of NPS expands the company’s exposure to value-added manufacturing opportunities. Prior to the 2025 acquisition date, the company accounted for its 45% minority equity interest in NPS as an equity-method investment. Upon the acquisition of the remaining interest, the previously held equity interest was remeasured to an acquisition-date fair value of $220.4 million, based on the purchase price of the remaining 55% interest. The company is in the process of obtaining third-party valuations of property, plant, and equipment and certain intangible assets. Accordingly, the provisional amounts recorded as of December 31, 2025 remain subject to change during the measurement period.

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements and related disclosures.7

Note 2. Earnings Per Share

Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 62,000 anti-dilutive common share equivalents for the three-month period ended March 31, 2025 excluded from common share equivalents for the nine-month period ended September 30, 2025. There were no anti-dilutive common share equivalents as of or for the nine-month period ended September 30, 2024 or the three-month periods ended September 30, 2025 and 2024.



	Three-Month Periods Ended September 30,
	2025						2024
			Weighted						Weighted
			Average						Average
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	403,685		146,947	$	2.75	$	317,802		154,061	$	2.06
Dilutive common share equivalents		-		653				-		749
Diluted earnings per share	$	403,685		147,600	$	2.74	$	317,802		154,810	$	2.05



	Nine-Month Periods Ended September 30,
	2025						2024
			Weighted						Weighted
			Average						Average
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	919,562		148,532	$	6.19	$	1,329,841		156,528	$	8.50
Dilutive common share equivalents		-		591				-		720
Diluted earnings per share	$	919,562		149,123	$	6.17	$	1,329,841		157,248	$	8.46

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 2. Business Combination (Continued)

Unaudited Pro Forma Results. NPS’s operating results have been reflected in the company’s financial statements since the effective date of the acquisition, December 1, 2025. The following unaudited pro forma information is presented below for comparison purposes as if the NPS acquisition was completed as of January 1, 2024 (in thousands):

Note 3. Long Term Debt


	Three Months ended March 31, 2025
Net sales		$	4,526,740
Net income attributable to Steel Dynamics, Inc.			217,859

Senior Unsecured Notes

In March 2025, the company issued $600.0 million of 5.250% notes due May 15, 2035 (2035 Notes) and $400.0 million of 5.750% notes due May 15, 2055 (2055 Notes, and together with the 2035 Notes, Notes). The net proceeds of $972 million, after expenses and the underwriting discount, from these notes are intended to be used for general corporate purposes, which included the repayment at maturity of the company’s $400.0 million 2.400% notes due June 2025, and may include working capital, capital expenditures, advances for or investments in the company’s subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company’s common stock.

The Notes are in equal right of payment with all existing and future senior unsecured indebtedness and are senior in right of payment to all subordinated indebtedness. Early redemption of the 2035 Notes is permitted any time prior to February 15, 2035, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.20%, and on or after February 15, 2035, at 100.000%. Early redemption of the 2055 Notes is permitted any time prior to November 15, 2054, at the greater of par or a make-whole price of the remaining payments to be made discounted at the applicable U.S. Treasury rate plus 0.25%, and on or after November 15, 2054, at 100.000%.

Financing Activity

The company’s $400.0 million of 2.400% senior notes due June 2025 were paid at maturity.

~~Note 4~~The information presented is for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of the respective period, nor are they necessarily indicative of future operating results of the combined companies under the ownership and management of the company. ~~Inventories~~The amounts have been calculated after applying the company’s accounting policies and adjusting the results of NPS to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible assets had been applied on January 1, 2024, together with the consequential tax effects.

~~Inventories are stated at lower of cost or net realizable value~~Note 3. ~~Cost~~Earnings isPer determined using a weighted average cost method for raw materials (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following (in thousands):Share

Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were 44,000 and 62,000 anti-dilutive common share equivalents for the three-month periods ended March 31, 2026 and March 31, 2025, respectively.


	~~September 30,~~		~~December 31,~~
	~~2025~~Three-Month Periods Ended March 31,		~~2024~~
Raw materials	$	1,430,372	$	1,323,920
	2026						2025
Supplies		809,833		805,035
			Weighted						Weighted
Work in progress		372,263		269,031
			Average						Average
Finished goods		583,192		715,747
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
Total inventories	$	3,195,660	$	3,113,733
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	403,436		144,797	$	2.79	$	217,151		150,262	$	1.45
Dilutive common share equivalents		-		524				-		547
Diluted earnings per share	$	403,436		145,321	$	2.78	$	217,151		150,809	$	1.44

Note 4. Inventories

Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials (including scrap, purchased steel substrate and aluminum slabs) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2026		2025
Raw materials	$	1,697,510	$	1,741,873
Supplies		822,139		815,895
Work in progress		622,807		414,492
Finished goods		765,664		766,256
Total inventories	$	3,908,120	$	3,738,516

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5. Changes in Equity

The following tables provide a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to stockholders of Steel Dynamics, Inc., and equity and redeemable amounts attributable to noncontrolling interests for each of the three ~~and nine~~-month periods ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (in thousands).



	Stockholders of Steel Dynamics, Inc.
									Accumulated
					Additional				Other						Redeemable
	Common		Treasury		Paid-In		Retained		Comprehensive		Noncontrolling		Total		Noncontrolling
	Stock		Stock		Capital		Earnings		Income (Loss)		Interests		Equity		Interests
Balances at December 31, 2024	$	652	$	(7,094,266)	$	1,229,819	$	14,798,082	$	-	$	(160,253)	$	8,774,034	$	171,212
Balances at December 31, 2025	$	653	$	(7,980,549)	$	1,248,634	$	15,689,042	$	(598)	$	(167,997)	$	8,789,185	$	141,226
Dividends declared		-		-		-		(7476,~~690~~555)		-		-		(7476,~~690~~555)		-
Noncontrolling investors, net		-		-		-		-		-		(21,~~303~~354)		(21,~~303~~354)		-
Share repurchases		-		(~~250~~115,~~138~~087)		-		-		-		-		(~~250~~115,~~138~~087)		-
Equity-based compensation		-		96,~~809~~937		(1110,~~584~~695)		(~~125~~100)		-		-		(13,~~900~~858)		-
Net income		-		-		-		217,151		-		528		217,679		-
Net income (loss)		-		-		-		403,436		-		(3,331)		400,105		-
Balances at March 31, 2025		652		(7,334,595)		1,218,235		14,940,418		-		(162,028)		8,662,682		171,212
Other comprehensive loss, net of tax		-		-		-		-		(260)		-		(260)		-
Dividends declared		-		-		-		(73,894)		-		-		(73,894)		-
Balances at March 31, 2026	$	653	$	(8,088,699)	$	1,237,939	$	16,015,823	$	(858)	$	(172,682)	$	8,992,176	$	141,226
Noncontrolling investors, net		-		-		-		-		-		(1,665)		(1,665)		(29,986)
Share repurchases		-		(200,048)		-		-		-		-		(200,048)		-
Equity-based compensation		-		1,937		11,574		(131)		-		-		13,380		-
Net income		-		-		-		298,726		-		2,465		301,191		-
Other comprehensive income, net of tax		-		-		-		-		1,178		-		1,178		-
Balances at June 30, 2025		652		(7,532,706)		1,229,809		15,165,119		1,178		(161,228)		8,702,824		141,226
Dividends declared		-		-		-		(73,078)		-		-		(73,078)		-
Noncontrolling investors, net		-		-		-		-		-		(5,056)		(5,056)		-
Share repurchases		-		(210,388)		-		-		-		-		(210,388)		-
Equity-based compensation		-		48		13,452		(123)		-		-		13,377		-
Net income		-		-		-		403,685		-		241		403,926		-
Other comprehensive loss, net of tax		-		-		-		-		(2,506)		-		(2,506)		-
Balances at September 30, 2025	$	652	$	(7,743,046)	$	1,243,261	$	15,495,603	$	(1,328)	$	(166,043)	$	8,829,099	$	141,226



	Stockholders of Steel Dynamics, Inc.
									Accumulated
					Additional				Other						Redeemable
	Common		Treasury		Paid-In		Retained		Comprehensive		Noncontrolling		Total		Noncontrolling
	Stock		Stock		Capital		Earnings		Income (Loss)		Interests		Equity		Interests
Balances at December 31, 2023	$	651	$	(5,897,606)	$	1,217,610	$	13,545,590	$	421	$	(198,351)	$	8,668,315	$	171,212
Balances at December 31, 2024	$	652	$	(7,094,266)	$	1,229,819	$	14,798,082	$	-	$	(160,253)	$	8,774,034	$	171,212
Dividends declared		-		-		-		(7274,~~624~~690)		-		-		(7274,~~624~~690)		-
Noncontrolling investors, net		-		-		-		-		-		(~~969~~2,303)		(~~969~~2,303)		-
Share repurchases		-		(~~298~~250,~~059~~138)		-		-		-		-		(~~298~~250,~~059~~138)		-
Equity-based compensation		-		139,~~391~~809		(2011,~~434~~584)		(~~139~~125)		-		-		(71,~~182~~900)		-
Net income		-		-		-		~~584~~217,~~041~~151		-		~~3,459~~528		~~587~~217,~~500~~679		-
Other comprehensive loss, net of tax		-		-		-		-		(434)		-		(434)		-
Balances at March 31, 2025	$	652	$	(7,334,595)	$	1,218,235	$	14,940,418	$	-	$	(162,028)	$	8,662,682	$	171,212
Balances at March 31, 2024		651		(6,182,274)		1,197,176		14,056,868		(13)		(195,861)		8,876,547		171,212
Dividends declared		-		-		-		(71,584)		-		-		(71,584)		-
Noncontrolling investors, net		-		-		-		-		-		10,398		10,398		-
Share repurchases		-		(309,064)		-		-		-		-		(309,064)		-
Equity-based compensation		-		1,969		10,595		(134)		-		-		12,430		-
Net income		-		-		-		427,998		-		3,692		431,690		-
Other comprehensive loss, net of tax		-		-		-		-		(1,415)		-		(1,415)		-
Balances at June 30, 2024		651		(6,489,369)		1,207,771		14,413,148		(1,428)		(181,771)		8,949,002		171,212
Dividends declared		-		-		-		(70,400)		-		-		(70,400)		-
Noncontrolling investors, net		-		-		-		-		-		5,265		5,265		-
Share repurchases		-		(309,901)		-		-		-		-		(309,901)		-
Equity-based compensation		-		51		12,318		(124)		-		-		12,245		-
Net income		-		-		-		317,802		-		3,092		320,894		-
Other comprehensive income, net of tax		-		-		-		-		983		-		983		-
Balances at September 30, 2024	$	651	$	(6,799,219)	$	1,220,089	$	14,660,426	$	(445)	$	(173,414)	$	8,908,088	$	171,212

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 6. Fair Value Measurements

Accounting standards provide a comprehensive framework for measuring fair value, sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:

●

Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets;

●

Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and

●

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of September 30, 2025 and December 31, 2024 (in thousands):



			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2025
Short-term investments	$	-	$	-	$	-	$	-
Commodity futures – financial assets		15,310		-		15,310		-
Commodity futures – financial liabilities		33,957		-		33,957		-

December 31, 2024
Short-term investments	$	147,811	$	-	$	147,811	$	-
Commodity futures – financial assets		19,323		-		19,323		-
Commodity futures – financial liabilities		6,272		-		6,272		-

The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments and commodity futures contracts are estimated using quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $3.7 billion and $3.0 billion at September 30, 2025 and December 31, 2024, respectively (with a corresponding carrying amount in the consolidated balance sheet of $3.8 billion and $3.2 billion at September 30, 2025 and December 31, 2024, respectively).

~~Note 7. Commitments and Contingencies~~9

The company is involved in various litigation matters, including administrative and regulatory proceedings, that arise in the ordinary course of business, none of which are expected to have a material impact on the company’s financial condition, results of operations, or liquidity.

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 86. ~~Segment~~Fair ~~Information~~Value Measurements (continued)

The ~~company’s chief operating decision maker (CODM), who is the Chief Executive Officer, analyzes the results of the business through the~~ following ~~reportable~~table ~~segments:~~sets ~~steel~~forth ~~operations,~~financial ~~metals~~assets ~~recycling operations, steel fabrication operations,~~ and ~~aluminum~~liabilities ~~operations.~~measured ~~The~~at ~~segment~~fair ~~operations~~value ~~are~~on ~~more~~a ~~fully~~recurring ~~described~~basis in ~~Note~~the 1.consolidated ~~Description~~balance ofsheets ~~the Business~~ and ~~Summary~~the ofrespective ~~Significant~~levels ~~Accounting Policies~~ to ~~the~~which ~~consolidated financial statements. In~~ the ~~fourth~~fair ~~quarter~~value ~~2024,~~measurements ~~results~~are ~~from~~classified ~~an entity previously reported~~ within the ~~metals~~fair ~~recycling~~value ~~operations~~hierarchy ~~segment~~as ~~were~~of ~~moved~~March to31, ~~the~~2026 ~~aluminum~~and ~~operations~~December ~~segment~~31, ~~consistent~~2025 ~~with a change~~ (in ~~how the CODM manages the business. Segment information provided within this Form 10-Q has been recast for all prior periods presented consistent with the current reportable segment presentation.~~ thousands):

The CODM assesses segment performance and allocates resources primarily based on operating income. The CODM uses operating income to allocate operating and capital resources and assesses performance of each segment by comparing actual operating income results to historical and previously forecasted financial information. The accounting policies of the reportable segments are consistent with those described in Note 1 to the consolidated financial statements. Intra-segment sales and any related profits are eliminated in consolidation.

The company’s segment results, with prior periods recast consistent with our current reportable segments presentation, including disaggregated revenue by segment to external, external non-United States, and other segment customers, are as follows (in thousands):



			Metals		Steel
For the three-month period ended	Steel		Recycling		Fabrication		Aluminum
September 30, 2025	Operations		Operations		Operations		Operations		Other (a)			Eliminations		Consolidated

Net sales - disaggregated revenue
External	$	3,380,992	$	361,107	$	376,869	$	71,139	$	316,942		$	-	$	4,507,049
External Non-United States		157,052		159,879		814		-		3,421			-		321,166
Other segments		112,812		613,141		576		33,305		400			(760,234)		-
Net sales		3,650,856		1,134,127		378,259		104,444		320,763			(760,234)		4,828,215
Less:
Cost of goods sold		3,095,740		1,076,364		244,038		106,899		308,130			(760,836)		4,070,335
Other segment items (b)		58,324		26,230		27,201		54,055		84,684			(371)		250,123
Operating income (loss)		496,792		31,533		107,020		(56,510)		(72,051)			973		507,757
Interest expense, net of capitalized interest															13,573
Other (income) expense, net															(19,662)
Income before income taxes														$	513,846

Depreciation and amortization	$	101,913	$	16,471	$	3,415	$	3,229	$	13,459		$	-	$	138,487
Capital expenditures		76,113		30,858		4,061		65,774		17,371			(28,485)		165,692
Total Assets		8,795,670		1,465,519		677,757		3,659,662		4,494,314	(c)		(3,127,892)		15,965,030



			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
March 31, 2026
Commodity futures – financial assets	$	40,123	$	-	$	40,123	$	-
Commodity futures – financial liabilities		113,884		-		113,884		-

December 31, 2025
Commodity futures – financial assets		8,925		-		8,925		-
Commodity futures – financial liabilities		64,896		-		64,896		-

12The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $4.1 billion at March 31, 2026 and December 31, 2025 (with a corresponding carrying amount in the consolidated balance sheet of $4.2 billion at March 31, 2026 and December 31, 2025).

Note 7. Commitments and Contingencies

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8. Segment Information ~~(Continued)~~

The company’s chief operating decision maker (CODM), who is the Chief Executive Officer, analyzes the results of the business through the following reportable segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. The segment operations are more fully described in Note 1. Description of the Business and Summary of Significant Accounting Policies to the consolidated financial statements.

The company’s segment results, including disaggregated revenue by segment to external, external non-United States, and other segment customers, are as follows (in thousands):

Metals

Steel

For the three-month period ended

Steel

Recycling

Fabrication

Aluminum

September 30, 2024

Operations

Other (a)

Eliminations

Consolidated

March 31, 2026

Operations

Other (a)

Eliminations

Consolidated

Net sales - disaggregated revenue

External

23,~~745~~404,~~491~~851

~~327~~407,~~814~~078

~~446~~355,~~663~~430

66227,~~842~~309

~~402~~485,~~290~~707

34,~~989~~880,~~100~~375

External Non-United States

~~171~~133,~~530~~892

~~170~~186,~~802~~105

~~602~~3

~~138~~84

94,~~443~~399

~~352~~324,~~515~~483

Other segments

106,987

531,061

2,538

16,229

(656,815)

Intersegment

118,021

532,249

14,706

492

(665,489)

Net sales

3,~~024~~656,~~008~~764

1,~~029~~125,~~677~~432

~~449~~355,~~803~~454

83242,~~209~~099

~~411~~490,~~733~~598

(~~656~~665,~~815~~489)

45,~~341~~204,~~615~~858

Less:

Cost of goods sold

23,~~665~~030,~~655~~104

~~992~~1,~~761~~051,041

~~259~~239,~~109~~407

79297,~~505~~732

~~400~~481,~~442~~069

(~~661~~657,~~074~~718)

34,~~736~~441,~~398~~635

Other segment items (b)

5771,~~099~~170

3026,~~782~~924

2526,~~102~~533

258,~~722~~959

7192,~~445~~002

(~~370~~369)

~~209~~225,~~780~~219

Operating income (loss)

~~301~~555,~~254~~490

647,~~134~~467

~~165~~89,~~592~~514

(2264,~~018~~592)

(6082,~~154~~473)

4(7,~~629~~402)

~~395~~538,~~437~~004

Interest expense, net of capitalized interest

1733,~~071~~241

Other (income) expense, net

(29,659)

Other income, net

(8,450)

Income before income taxes

~~408~~513,~~025~~213

Depreciation and amortization

91106,~~114~~064

1716,~~989~~881

23,~~829~~651

119,~~882~~106

714,~~238~~269

-(691)

~~121~~159,~~052~~280

Capital expenditures

~~121~~48,~~037~~454

1721,~~226~~172

51,~~379~~540

~~477~~76,~~261~~254

207,~~518~~149

(2016,~~066~~590)

~~621~~137,~~355~~979

Total Assets

9,405,596

1,543,595

673,955

4,142,085

4,786,596

(c)

(3,831,608)

16,720,219



			Metals		Steel
For the nine-month period ended	Steel		Recycling		Fabrication		Aluminum
September 30, 2025	Operations		Operations		Operations		Operations		Other (a)		Eliminations		Consolidated

Net sales - disaggregated revenue
External	$	9,440,009	$	1,108,509	$	1,069,333	$	203,347	$	1,020,233	$	-	$	12,841,431
External Non-United States		440,602		470,093		1,305		-		9,102		-		921,102
Other segments		308,804		1,790,185		756		95,311		1,265		(2,196,321)		-
Net sales		10,189,415		3,368,787		1,071,394		298,658		1,030,600		(2,196,321)		13,762,533
Less:
Cost of goods sold		8,912,032		3,210,057		676,768		286,219		1,003,384		(2,188,819)		11,899,641
Other segment items (b)		170,635		80,197		77,746		138,311		231,359		(1,112)		697,136
Operating income (loss)		1,106,748		78,533		316,880		(125,872)		(204,143)		(6,390)		1,165,756
Interest expense, net of capitalized interest														43,085
Other (income) expense, net														(59,695)
Income before income taxes													$	1,182,366

Depreciation and amortization	$	298,220	$	47,322	$	9,621	$	8,716	$	41,229	$	-	$	405,108
Capital expenditures		244,192		84,911		12,588		484,899		29,084		(96,145)		759,529

Table of Contents

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 8. Segment Information (Continued)

Metals

Steel

For the nine-month period ended

Steel

Recycling

Fabrication

Aluminum

For the three-month period ended

Steel

Recycling

Fabrication

Aluminum

September 30, 2024

Operations

Other (a)

Eliminations

Consolidated

March 31, 2025

Operations

Other (a)

Eliminations

Consolidated

Net sales - disaggregated revenue

External

82,~~817~~904,~~086~~540

~~982~~371,~~324~~876

1351,~~365,549~~859

~~195~~66,~~952~~576

1347,~~149,613~~069

124,~~510~~041,~~524~~920

External Non-United States

~~598~~162,~~404~~476

~~540~~163,~~729~~019

~~1,727~~448

~~2,496~~-

141,~~372~~332

1327,~~157,728~~275

Other segments

371,008

1,657,993

8,026

38,721

(2,075,748)

Intersegment

87,414

537,612

156

34,071

(659,253)

Net sales

93,~~786~~154,~~498~~430

31,~~181~~072,~~046~~507

1352,~~375,302~~463

~~237~~100,~~169~~647

1348,~~163,985~~401

(2659,~~075,748~~253)

134,~~668~~369,~~252~~195

Less:

Cost of goods sold

82,~~212~~870,~~465~~498

31,~~039~~020,~~962~~144

~~778~~211,~~129~~828

~~219~~91,~~742~~471

1346,~~135,513~~588

(2657,~~078,411~~878)

113,~~307~~882,~~400~~651

Other segment items (b)

~~163~~55,~~228~~070

9926,~~359~~653

7223,~~501~~889

6037,~~862~~911

~~260~~68,~~433~~246

(~~1,066~~369)

~~655~~211,~~317~~400

Operating income (loss)

1228,~~410,805~~862

4125,~~725~~710

~~524~~116,~~672~~746

(4328,~~435~~735)

(~~231~~66,~~961~~433)

3(1,~~729~~006)

1275,~~705,535~~144

Interest expense, net of capitalized interest

4112,~~768~~131

Other (income) expense, net

(75,151)

Other income, net

(17,641)

Income before income taxes

1280,~~738,918~~654

Depreciation and amortization

~~266~~98,~~118~~930

5314,~~454~~970

82,~~288~~956

42,~~841~~647

2014,~~656~~253

~~353~~133,~~357~~756

Capital expenditures

~~348~~92,~~532~~007

6227,~~284~~180

185,~~524~~244

~~989~~208,~~859~~591

385,~~462~~495

(4233,~~830~~011)

1305,~~414,831~~506

(a) Amounts included in Other are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of a joint ~~ventures~~venture and the idled Minnesota ironmaking operations. Also included are certain unallocated corporate accounts, such as the company's senior unsecured credit facility, senior notes, certain other investments, ~~amortization of intangible assets~~ and certain profit sharing expenses.

(b) Other segment items for each reportable operating segment include selling, general, and administrative expenses including payroll & benefit expenses and professional service expenses. ~~For the Aluminum Operations segment, other segment items largely consist of construction, start-up, and commissioning costs recorded in selling, general, and administrative expenses.~~ Other segment items within Other include selling, general, and administrative expenses such as payroll & benefit expenses, companywide equity-based compensation expenses, and professional service expenses, as well as ~~company-wide~~companywide profit sharing expense and amortization of intangible assets.

(c) Asset amounts included in Other consist of assets held by subsidiary operations that are below the quantitative thresholds required for reportable segments and the company's corporate assets. Corporate assets primarily consist of cash, ~~short-term and other~~ investments, and intra-company debt.

1412

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains some predictive statements about future events, including statements related to conditions in domestic or global economies, conditions in steel, aluminum, and recycled metals market places, Steel Dynamics' revenues, costs of purchased materials, future profitability and earnings, and the operation of new, existing or planned facilities. These statements, which we generally precede or accompany by such typical conditional words as "anticipate", "intend", "believe", "estimate", "plan", "seek", "project", or "expect", or by the words "may", "will", or "should", are intended to be made as "forward-looking", subject to many risks and uncertainties, within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. These statements speak only as of this date and are based upon information and assumptions, which we consider reasonable as of this date, concerning our businesses and the environments in which they operate. Such predictive statements are not guarantees of future performance, and we undertake no duty to update or revise any such statements. Some factors that could cause such forward-looking statements to turn out differently than anticipated include: (1) domestic and global economic factors; (2) global steelmaking overcapacity and imports of steel, together with increased scrap prices; (3) ~~pandemics, epidemics, widespread illness or other health issues; (4)~~ the cyclical nature of the ~~steel~~metals ~~industry~~industries and the industries we serve; (54) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes and supplies, and our potential inability to pass higher costs on to our customers; (65) cost and availability of electricity, natural gas, oil, and other energy resources are subject to volatile market conditions; (76) increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; (87) compliance with and changes in environmental and remediation requirements; (98) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (109) availability of an adequate source of supply of scrap for our metals recycling operations; (1110) cybersecurity threats and risks to the security of our sensitive data and information technology; (1211) the implementation of our growth strategy; (1312) our ability to retain, develop and attract key personnel; (1413) litigation and legal compliance; (1514) unexpected equipment downtime or shutdowns; (15) difficulties in the launch or production ramp-up of new products; (16) our aluminum operations depend on a core group of significant customers; (17) governmental agencies may refuse to grant or renew some of our licenses and permits; (1718) our ~~senior~~existing ~~unsecured~~debt ~~credit~~agreements ~~facility contains~~contain, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (1819) the impacts of impairment charges.

More specifically, we refer you to our more detailed explanation of these and other factors and risks that may cause such predictive statements to turn out differently, as set forth in our most recent Annual Report on Form 10-K under the headings Special Note Regarding Forward-Looking Statements and Risk Factors for the year ended December 31, ~~2024~~2025, in our quarterly reports on Form 10-Q, or in other reports which we from time to time file with the Securities and Exchange Commission. These reports are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on our website, www.steeldynamics.com under “Investors – SEC Filings.”

Description of the Business

We are ~~one~~a ofleading ~~the~~industrial ~~largest~~metals ~~domestic~~solutions ~~steel~~company, ~~producers~~with ~~and~~facilities ~~metals~~located ~~recyclers~~throughout in the United States, ~~based on estimated steelmaking~~ and ~~steel~~Mexico. ~~coating~~We ~~capacity~~operate ofa ~~approximately~~circular 16manufacturing ~~million~~model, ~~tons~~producing ~~and~~high-quality, ~~actual~~lower-carbon-emission ~~metals~~products ~~recycling volumes,~~ with ~~one~~recycled ofscrap ~~the~~as ~~most diversified product and end market portfolios in~~ the ~~domestic~~primary ~~steel industry, combined with meaningful downstream steel fabrication operations~~input. We ~~are~~have ~~currently~~also ~~continuing~~recently ~~with~~added ~~commissioning and startup of our~~ aluminum operations, to further ~~diversify~~diversifying our ~~end~~product ~~markets~~offerings ~~with plans~~ to supply aluminum flat rolled products with ~~high~~higher recycled content to the countercyclical sustainable beverage can industry, in addition to the automotive and industrial sectors. Our primary sources of revenue are currently from the manufacture and sale of steel products, the processing and sale of recycled ferrous and nonferrous metals, and the fabrication and sale of steel joists and deck products.

Table of Contents

Operating Statement Classifications

Net Sales. Net sales from our operations are a factor of volumes shipped, product mix, and related pricing. We charge premium prices for certain grades of steel and aluminum, product dimensions, certain smaller volumes, and for value-added processing or coating of our steel products. Except for the steel fabrication operations, we recognize revenues from sales and the allowance for estimated returns and claims from these sales at the point in time control of the product transfers to the customer, upon shipment or delivery. Our steel fabrication operations recognize revenues over time based on completed fabricated tons to date as a percentage of total tons required for each contract.

Table of Contents

Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the manufacture of our products. The principal elements of these costs are scrap and scrap substitutes (which represent the most significant single component of our consolidated costs of goods sold), steel substrate, direct and indirect labor and related benefits, alloys, zinc, transportation and freight, repairs and maintenance, utilities such as electricity and natural gas, and depreciation.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, finance and accounting, and administrative departments, including, among other items, labor and related benefits, and professional services.

Companywide profit sharing and amortization of intangible assets are each separately presented in the statements of income.

Interest Expense, net of Capitalized Interest. Interest expense consists of interest associated with our senior credit facilities and other debt, net of interest costs that are required to be capitalized during the construction period of certain capital investment projects.

Other (Income~~) Expense~~, net. Other income consists of interest income earned on our temporary cash deposits, short-term and other investments, and any other non-operating income activity, including income from investments in unconsolidated affiliates accounted for under the equity method. Other expense consists of any non-operating costs, such as certain acquisition and financing expenses.

Results Overview

In the ~~third~~first quarter of ~~2025~~2026, we achieved record quarterly steel shipments of 3.6 million tons. ~~Our~~Underlying domestic steel demand strengthened during the quarter, as customer orders rebounded and backlogs increased, also benefitting our metals recycling operations ~~benefitted~~segment, ~~from~~which ~~higher~~achieved ~~domestic~~notable improvement in operating income in the first quarter of 2026 compared to the first quarter of 2025. Our steel ~~industry~~fabrication ~~demand~~operations also experienced increased customer orders and backlogs, ~~while~~with sales increasing in the first quarter of 2026 compared to the first quarter of 2025. Finally, our ~~steel~~aluminum ~~fabrication~~operations segment continued to ~~experience~~achieve ~~consistently~~successful ~~strong~~production ~~order~~and ~~activity~~qualifications asof ~~realized~~industrial, ~~average~~beverage ~~selling~~can ~~prices~~and ~~declined~~automotive ~~slightly~~quality flat rolled aluminum products.

Consolidated operating income increased $~~112~~262.39 million, or 2896%, to $~~507~~538.80 million for the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025 as steel and metals recycling operations metal spreads expanded. ~~Third~~First quarter ~~2025~~2026 net income attributable to Steel Dynamics, Inc. increased $85186.93 million, or 2786%, to $403.74 million, compared to the ~~third~~first quarter of ~~2024~~2025, consistent with increased operating income.

Consolidated operating income decreased $539.8 million, or 32%, to $1.2 billion for the first nine months of 2025, compared to the first nine months of 2024. First nine months 2025 net income attributable to Steel Dynamics, Inc. decreased $410.3 million, or 31%, to $919.6 million, compared to the first nine months of 2024, consistent with decreased operating income.

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Table of Contents

Segment Operating Results ~~2025~~2026 vs. ~~2024~~2025 (dollars in thousands)

Three Months Ended ~~September~~March 3031,

~~Nine Months Ended September 30,~~

~~2025~~2026

% Change

2025

~~2024~~

~~2025~~

~~% Change~~

~~2024~~

Net sales:

Steel Operations Segment

3,~~650~~656,~~856~~764

2116%

3,~~024~~154,~~008~~430

~~10,189,415~~

~~9,786,498~~

Metals Recycling Operations Segment

1,~~134~~125,~~127~~432

105%

1,~~029~~072,~~677~~507

~~3,368,787~~

~~3,181,046~~

Steel Fabrication Operations Segment

~~378~~355,~~259~~454

~~(16)~~1%

~~449~~352,~~803~~463

~~1,071,394~~

~~(22)%~~

~~1,375,302~~

Aluminum Operations Segment

~~104~~242,~~444~~099

26141%

83100,~~209~~647

~~298,658~~

~~26%~~

~~237,169~~

Other

~~320~~490,~~763~~598

~~(22)~~41%

~~411~~348,~~733~~401

~~1,030,600~~

~~(11)%~~

~~1,163,985~~

5,~~588~~870,~~449~~347

45,~~998~~028,~~430~~448

~~15,958,854~~

~~15,744,000~~

Intra-company

(~~760~~665,~~234~~489)

(~~656~~659,~~815~~253)

~~(2,196,321)~~

~~(2,075,748)~~

45,~~828~~204,~~215~~858

1119%

4,~~341~~369,~~615~~195

~~13,762,533~~

~~13,668,252~~

Operating income (loss):

Steel Operations Segment

~~496~~555,~~792~~490

65143%

~~301~~228,~~254~~862

~~1,106,748~~

~~(22)%~~

~~1,410,805~~

Metals Recycling Operations Segment

3147,~~533~~467

~~414~~85%

625,~~134~~710

~~78,533~~

~~88%~~

~~41,725~~

Steel Fabrication Operations Segment

~~107~~89,~~020~~514

(3523)%

~~165~~116,~~592~~746

~~316,880~~

~~(40)%~~

~~524,672~~

Aluminum Operations Segment

(5664,~~510~~592)

(~~157~~125)%

(2228,~~018~~735)

~~(125,872)~~

~~(190)%~~

~~(43,435)~~

Other

(7282,~~051~~473)

(2024)%

(6066,~~154~~433)

~~(204,143)~~

~~12%~~

~~(231,961)~~

~~506~~545,~~784~~406

~~390~~276,~~808~~150

~~1,172,146~~

~~1,701,806~~

Intra-company

~~973~~(7,402)

4(1,~~629~~006)

~~(6,390)~~

~~3,729~~

~~507~~538,~~757~~004

2896%

~~395~~275,~~437~~144

~~1,165,756~~

~~(32)%~~

~~1,705,535~~

Steel Operations Segment

Steel operations include our electric arc furnace (EAF) steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, and Roanoke Bar Division~~, and Steel of West Virginia~~; steel coating and processing operations at Steel of West Virginia, The Techs, Heartland Flat Roll Division, United Steel Supply, New Process Steel, L.P. (“NPS”), and Vulcan Threaded Products, Inc.; warehouse operations in Mexico; and a 75% controlling equity interest in SDI Biocarbon Solutions, LLC. Steel operations accounted for 7368% and 6770% of our consolidated net sales during the three-month periods ending ~~September~~March 3031, ~~2025~~2026, and ~~2024, respectively, and 72% and 69% during the nine-month periods ended September 30,~~ 2025 ~~and 2024~~, respectively.

Steel Operations Segment Shipments (tons):



	Three Months Ended ~~September~~March 3031,			~~Nine Months Ended September 30,~~
	~~2025~~2026	% Change	~~2024~~2025	~~2025~~	~~% Change~~	~~2024~~

Total shipments	3,~~613~~638,~~330~~868	145%	3,~~181~~481,~~377~~539	~~10,444,667~~	8%	~~9,640,171~~
Intra-segment shipments	(~~348~~568,~~469~~331)		(~~320~~321,~~674~~479)	~~(1,038,297)~~		~~(1,001,795)~~
Steel Operations Segment shipments	3,~~264~~070,~~861~~537	14(3)%	23,~~860~~160,~~703~~060	~~9,406,370~~	9%	~~8,638,376~~

External shipments	32,~~162~~966,~~805~~124	15(3)%	23,~~754~~071,~~853~~735	~~9,123,456~~	~~10%~~	~~8,311,539~~

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Table of Contents

Steel Operations Segment Results ~~2025~~2026 vs. ~~2024~~2025

During the ~~third~~first quarter of ~~2025~~2026, our steel operations achieved record shipments of 3.6 million tons (3.31 million excluding intra-segment). asUnderlying ~~imports~~steel ~~declined~~demand ~~from~~strengthened during the ~~elevated~~first ~~levels~~quarter ~~seen~~of ~~earlier~~2026, resulting in increased shipments compared to the ~~year~~first quarter of 2025 and particularly the sequential fourth quarter of 2025. WeSteel ~~continue~~prices continued to ~~observe~~improve, ~~some~~and ~~hesitancy~~lead ~~from~~times ~~customers~~extended. ~~due~~We toare ~~trade~~seeing ~~uncertainties,~~an ~~despite~~improved ~~several~~steel ~~encouraging~~market ~~demand~~environment, ~~drivers—such~~supported asby domestic trade actions, manufacturing onshoring, and infrastructure program funding,. ~~lower~~Long ~~interest~~product ~~rates,~~steel ~~and~~demand ~~the~~remains ~~increasing~~very ~~regionalization~~strong, ofespecially ~~supply~~for ~~chains~~structural insteel ~~the~~and USrailroad rail. ~~Third~~First quarter ~~2025~~2026 total steel segment average selling prices increased 619%, or $61193 per ton, compared to the ~~third~~first quarter of ~~2024~~2025, while segment shipments ~~increased~~decreased 143%. ~~Net~~as ~~sales~~we ~~for~~have ~~the~~continued ~~steel operations in the third quarter of 2025 increased 21% compared~~ to ~~the~~maximize ~~same~~our ~~period~~circular inmanufacturing ~~2024,~~model ~~due~~by toincreasing ~~the~~intra-company ~~increased segment~~ shipments~~, coupled with increased average selling prices~~. Net sales for the steel operations ~~increased 4%~~ in the first ~~nine~~quarter ~~months~~ of ~~2025~~2026 ~~when~~increased 16% compared to the same period in ~~2024~~2025, ~~primarily~~ due to the increased ~~segment shipments offsetting decreased~~ average selling prices~~, particularly in the first quarter of 2025~~.

Metallic raw materials used in our electric arc furnaces represent our single most significant steel manufacturing cost, generally comprising approximately 55% to 65% of our steel mill operations’ manufacturing costs. Our metallic raw material cost per net ton consumed in our steel mills increased $1410 per ton, or 43%, in the ~~third~~first quarter of ~~2025~~2026, compared to the same period in ~~2024~~2025, consistent with overall increased domestic ferrous scrap pricing noted below in the Metals Recycling Operations segment discussion. ~~In the first nine months of 2025, our metallic raw material cost per ton was flat compared to the same period in 2024.~~

In the ~~third~~first quarter of ~~2025~~2026, as a result of average selling prices rising more than scrap costs, metal spread (which we define as the difference between average steel mill selling prices and the cost of ferrous scrap consumed in our steel mills) increased 730% compared to the ~~third~~first quarter of ~~2024~~2025. As a result of this metal spread expansion, operating income for the steel operations increased 65143%, to $~~496~~555.85 million, in the ~~third~~first quarter of ~~2025~~2026, compared to the same period in ~~2024. First nine months~~ 2025 ~~operating income decreased 22%, to $1~~.~~1 billion, compared to the first nine months of 2024 due primarily to a 7% decrease in metal spread, as average selling prices decreased more than scrap costs despite higher shipment volume.~~

1816

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Metals Recycling Operations Segment

Metals recycling operations include our ~~OmniSource~~Omni ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily located throughout the United States, and in Central and Northern Mexico. Our steel mills utilize a large portion of the ferrous scrap sold by our metals recycling operations as raw material in our steelmaking operations, and the remainder is sold to other consumers, such as other steel manufacturers and foundries. In the ~~third~~first quarters of ~~2025~~2026 and ~~2024~~2025, 6662% ~~and 63%, respectively,~~ of metals recycling operations ferrous scrap was sold to our own steel mills, while our steel mill utilization was 8889% ~~and 80%~~ in the ~~third~~first quarters of ~~2025~~2026 and ~~2024, respectively~~2025. Metals recycling operations accounted for 11% and 12% of our consolidated net sales during the three-month periods ending ~~September~~March 3031, ~~2025~~2026, and ~~2024, respectively, and 12% and 11% during the nine-month periods ending September 30,~~ 2025, ~~and 2024,~~ respectively.

Metals Recycling Operations Segment Shipments:



	Three Months Ended ~~September~~March 3031,			~~Nine Months Ended September 30,~~
	~~2025~~2026	% Change	~~2024~~2025	~~2025~~	~~% Change~~	~~2024~~
Ferrous metal (gross tons)
Total	1,~~590~~473,~~153~~457	91%	1,~~461~~452,~~810~~432	~~4,639,168~~	5%	~~4,429,523~~
Inter-company	(1920,~~052,133~~090)		(~~924~~894,~~728~~814)	~~(2,998,508)~~		~~(2,764,348)~~
External shipments	~~538~~553,~~020~~367	0(1)%	~~537~~557,~~082~~618	~~1,640,660~~	~~(1)%~~	~~1,665,175~~

Nonferrous metals (thousands of pounds)
Total	~~242~~197,~~842~~385	1(15)%	~~241~~233,~~292~~080	~~721,499~~	~~(2)%~~	~~739,057~~
Inter-company	(5327,~~799~~972)		(4437,~~556~~407)	~~(142,780)~~		~~(137,720)~~
External shipments	~~189~~169,~~043~~413	(413)%	~~196~~195,~~736~~673	~~578,719~~	~~(4)%~~	~~601,337~~

Metals Recycling Operations Segment Results ~~2025~~2026 vs. ~~2024~~2025

During the ~~third~~first quarter of ~~2025~~2026, ~~our~~ metals recycling operations ~~benefitted~~net ~~from~~sales increased ~~domestic~~$52.9 ~~steel~~million, ~~mill~~or ~~utilization~~5%, ~~resulting~~compared into ~~near~~the ~~record~~first ~~quarterly~~quarter of 2025, as selling prices improved for both ferrous ~~shipments~~and nonferrous scrap. Ferrous scrap shipments increased 91% compared to the same period in ~~2024~~2025 while nonferrous shipments ~~increased~~decreased 115%. Ferrous scrap average selling prices increased 65% during the ~~third~~first quarter of ~~2025~~2026 compared to the same period in ~~2024~~2025, while nonferrous scrap prices increased 320%~~, resulting in an overall 10% increase in segment net sales~~. Ferrous metal spreads (which we define as the difference between average selling prices and the cost of purchased scrap) increased 312% during the ~~third~~first quarter of ~~2025~~2026 compared to the same period in ~~2024~~2025, and nonferrous metal spreads increased 7481%, particularly due to increased copper prices. As a result of the increased metals spreads, particularly within nonferrous, metals recycling operations operating income increased ~~414~~85% to $3147.5 million in the ~~third~~first quarter of ~~2025~~2026 compared to the ~~third~~first quarter of ~~2024~~2025.

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Net sales for our metals recycling operations in the first nine months of 2025 increased 6% compared to the same period in 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous scrap average selling prices increased 2% during the first nine months of 2025 compared to the same period in 2024, while nonferrous average selling prices increased 7%. Ferrous shipments increased 5% and nonferrous shipments decreased 2% in the first nine months of 2025 compared to the first nine months of 2024. Ferrous metal spreads were flat, while nonferrous metal spreads increased 32% in the first nine months of 2025 compared to the first nine months of 2024. As a result of the combination of these volume and metal spread changes, metals recycling operations operating income in the first nine months of 2025 of $78.5 million increased 88% from the first nine months of 2024.Net sales for our metals recycling operations in the first nine months of 2025 increased 6% compared to the same period in 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous scrap average selling prices increased 2% during the first nine months of 2025 compared to the same period in 2024, while nonferrous average selling prices increased 7%. Ferrous shipments increased 5% and nonferrous shipments decreased 2% in the first nine months of 2025 compared to the first nine months of 2024. Ferrous metal spreads were flat, while nonferrous metal spreads increased 32% in the first nine months of 2025 compared to the first nine months of 2024. As a result of the combination of these volume and metal spread changes, metals recycling operations operating income in the first nine months of 2025 of $78.5 million increased 88% from the first nine months of 2024.

Steel Fabrication Operations Segment

Steel fabrication operations include our New Millennium Building Systems’ joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of ~~girders,~~ steel joists, joist girders, and steel deck systems used within the non-residential construction industry. Steel fabrication operations accounted for 7% and 8% of our consolidated net sales during the three-month ~~and nine-month~~ periods ending ~~September~~March 3031, ~~2025~~2026, and ~~10% during the three-month and nine-month periods ending September 30~~2025, ~~2024~~respectively.

Steel Fabrication Operations Segment Results ~~2025~~2026 vs. ~~2024~~2025

Net sales for the steel fabrication operations ~~decreased~~increased 161% during the ~~third~~first quarter of ~~2025~~2026 compared to the same period in ~~2024~~2025, as average selling prices decreased $~~341~~121 per ton, or 125%, and volume ~~decreased~~increased 45% from the ~~third~~first quarter of ~~2024~~2025. ~~While~~Customer ~~demand~~order ~~remained~~activity ~~historically~~has ~~strong,~~significantly ~~the~~increased ~~third~~since ~~quarter~~the end of 2025, ~~sales~~with ~~volumes were down compared to~~ the ~~third~~customer ~~quarter~~order ofbacklog ~~2024,~~over ~~with~~38 ~~continued~~percent ~~declining~~higher ~~selling~~than ~~prices,~~a asyear ~~industry~~ago ~~average~~and ~~selling~~extending ~~prices~~through ~~continue~~the tothird ~~move~~quarter ~~toward pre-pandemic levels~~2026. ~~Our~~Improved ~~steel~~demand ~~fabrication~~was ~~operations~~supported ~~continue~~largely toby ~~benefit from~~ the ~~solid~~commercial, ~~non-residential~~data ~~construction market~~center, ~~continued onshoring of~~ manufacturing, warehouse, and ~~the~~healthcare Usectors.S. ~~infrastructure program~~Further, asthe ~~evidenced~~accelerated byannouncements anrelated ~~order~~to ~~backlog~~meaningful ~~that~~domestic ~~extends~~investments ~~through~~in ~~the~~manufacturing ~~first~~and ~~quarter~~increased ofonshoring, ~~2026.~~coupled ~~Net~~with ~~sales for~~ the ~~segment~~U.S. ~~decreased~~infrastructure ~~22%~~program, ~~during~~are ~~the~~expected ~~first~~to ~~nine~~positively ~~months~~impact ofdemand ~~2025,~~for ~~compared~~not toonly ~~the~~steel ~~same~~joist ~~period~~and indeck ~~2024~~products, asbut ~~volume~~also ~~decreased~~for ~~8%,~~flat rolled and ~~average~~long ~~selling~~product ~~prices decreased 15%~~steel.

The purchase of various steel products is the largest single cost of production for our steel fabrication operations, historically representing approximately two-thirds of the total cost of manufacturing. The average cost per ton of steel consumed ~~decreased~~increased 410% in the ~~third~~first quarter of ~~2025~~2026 compared to the same period in ~~2024~~2025. Metal spread (which we define as the difference between average selling prices and the cost of purchased steel) contracted 1714% in the ~~third~~first quarter of ~~2025~~2026 compared to the same period in ~~2024~~2025. Metal spread compression ~~coupled with decreased volume~~ resulted in operating income decreasing 3523% to $~~107~~89.05 million in the ~~third~~first quarter ~~2025~~2026, compared to $~~165~~116.67 million in the same period in ~~2024. For the first nine months of~~ 2025~~, operating income decreased 40% to $316~~.~~9 million compared to the first nine months of 2024, as a result of an 18% decrease in metal spread, coupled with decreased volumes.~~

2018

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Aluminum Operations Segment

Aluminum operations include ~~our~~a 650,000-metric-ton recycled aluminum flat rolled products mill ~~nearing completion of construction~~ in Columbus, Mississippi,; two 150,000-metric-ton satellite recycled aluminum slab centers, one in ~~the~~Central ~~southwest~~Mexico ~~United~~and ~~States~~one ~~and~~under ~~Central~~construction ~~Mexico,~~in the Southwest US; and an ancillary recycled aluminum deox-rod facility,. ~~formerly~~The ~~included~~recycled inaluminum ~~the~~flat ~~results~~rolled ofproducts ~~our~~mill ~~metals~~produces ~~recycling~~flat ~~operations~~rolled ~~segment.~~aluminum Weproducts ~~successfully~~from ~~produced~~aluminum scrap and ~~sold~~is ~~our~~a ~~first~~complementary ~~aluminum~~extension ~~coils~~of ~~late~~the incompany’s ~~the~~metals ~~second~~recycling ~~quarter~~platform. ofOur ~~2025,~~product ~~and~~offerings weare ~~expect~~supported ~~volume~~by tovarious ~~steadily~~value-added ~~increase~~finishing aslines wethat ~~continue~~are toin ~~commission~~production ~~and~~or ~~ramp~~currently ~~operations.~~being ~~The~~commissioned, ~~results~~including oftwo ~~this~~CASH ~~segment~~(Continuous ~~largely~~Annealing ~~consist~~Solutions ofHeat ~~construction,~~Treating) ~~start-up~~lines, ~~and~~a ~~commissioning~~can ~~costs~~end ~~recorded~~and intab ~~selling,~~coating ~~general~~line, and ~~administrative~~downstream ~~expenses,~~processing ~~which~~and ~~continued~~packaging tolines. ~~increase~~Aluminum inoperations ~~the~~accounted ~~third~~for ~~quarter~~4% and 2% of ~~2025,~~our ~~consistent~~consolidated ~~with~~net ~~increased~~sales ~~headcount~~during ~~and~~the ~~start~~three-upmonth ~~costs~~periods ending March 31, 2026, and 2025, respectively.

Aluminum Operations Segment Results 2026 vs. 2025

During the first quarter of 2026, the results of aluminum operations consisted of the continued construction, commissioning, and startup of our recycled aluminum flat rolled products mill, associated satellite recycled aluminum slab centers, and our ancillary recycled aluminum deox-rod facility. The flat rolled products mill shipped 22,500 metric tons of finished product during the first quarter of 2026, an increase of 54% from the sequential fourth quarter of 2025. We expect both shipments and earnings to increase in the second quarter of 2026. Net sales for the aluminum operations increased 141% during the first quarter of 2026 compared to the same period in 2025 prior to the startup of our aluminum flat rolled mill, while operating income was negatively impacted by normal startup issues at our aluminum flat rolled mill, necessitating a temporary pause in operations which have since been resolved.

Other Consolidated Results

~~Third~~First Quarter Consolidated Results ~~2025~~2026 vs. ~~2024~~2025

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $~~200~~175.82 million during the ~~third~~first quarter of ~~2025~~2026 ~~increased~~decreased 204% from $~~167~~181.78 million during the ~~third~~first quarter of ~~2024~~2025 primarily due to ancertain ~~increase in~~ payroll and benefits expense ~~and~~reported ~~the~~within ~~ongoing~~this ~~commissioning~~category ~~related~~during toconstruction ~~the~~and ~~growth~~startup of the aluminum ~~operations~~flat ~~segment~~rolled products mill during the first quarter of 2025 now being reported in cost of goods sold in the first quarter of 2026, consistent with the commencement of production. Selling, general and administrative expenses represented 43.24% and 34.92% of net sales during the ~~third~~first quarters of ~~2025~~2026 and ~~2024~~2025, respectively.

Profit sharing expense during the ~~third~~first quarter of ~~2025~~2026 of $42.42 million increased 2386% from $3422.47 million during the same period in ~~2024~~2025, consistent with increased pretax earnings. This increase in profit sharing expense was the primary driver of the increased operating loss for our other operations of 2024% in the ~~third~~first quarter of ~~2025~~2026 compared to the same period in ~~2024~~2025. Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items.

Interest Expense, net of Capitalized Interest. During the ~~third~~first quarter of ~~2025~~2026, net interest expense of $1333.62 million ~~decreased~~increased 20174% from $1712.1 million during the ~~third~~first quarter of ~~2024~~2025. This ~~decrease~~increase is primarily a result of higher ~~capitalized~~outstanding ~~interest~~long-term debt balances during the ~~third~~first quarter of ~~2025~~2026 compared to the ~~same~~first ~~period~~quarter inof ~~2024~~2025 due to ~~ongoing~~our ~~construction~~issuance ~~and~~of ~~expansion~~senior ~~projects,~~unsecured ~~primarily~~notes ~~within~~in ~~our~~March ~~aluminum~~and ~~operations~~November 2025.

Other (Income~~) Expense~~, net. Net other income was $198.75 million in the ~~third~~first quarter of ~~2025~~2026, compared to $2917.76 million in the ~~third~~first quarter of ~~2024~~2025, a decrease of $109.02 million due primarily to decreased interest income ~~due~~from to lower invested cash balances during 2026 and decreased income from equity method investments, primarily due to the acquisition of NPS in the fourth quarter of 2025.

Income Tax Expense. ~~Third~~First quarter ~~2025~~2026 income tax expense of $~~109~~113.91 million, at an effective income tax rate of 2122.40%, increased 2680% compared to $8763.10 million, ~~also~~ at an effective income tax rate of 2122.4%, during the ~~third~~first quarter of ~~2024~~2025, consistent with increased pretax earnings.

~~First Nine Months Consolidated Results 2025 vs. 2024~~ 19

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $580.7 million during the first nine months of 2025 increased 19% from $487.2 million during the first nine months of 2024 primarily due to an increase in payroll and benefits expense related to the execution of our growth strategy during 2025. Selling, general and administrative expenses represented 4.2% and 3.6% of net sales during the first nine months of 2025 and 2024, respectively.

Profit sharing expense during the first nine months of 2025 of $95.8 million decreased 34% from $145.1 million during the same period in 2024, consistent with decreased pretax earnings. This decrease in profit sharing expense was the primary driver of decreased operating loss for our other operations of 12% in the first nine months of 2025 compared to the same period in 2024.

Interest Expense, net of Capitalized Interest. During the first nine months of 2025, interest expense of $43.1 million increased 3% from $41.8 million during the first nine months of 2024. This increase is primarily a result of

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higher outstanding long-term debt balances during the first nine months of 2025 compared to the same period in 2024 due to our issuance of senior unsecured notes in March 2025.

Other (Income) Expense, net. Net other income was $59.7 million in the first nine months of 2025, compared to $75.2 million in the first nine months of 2024, a decrease of $15.5 million due primarily to the impact of decreased interest income due to lower invested cash balances in the first nine months of 2025 compared to the same period in 2024.

Income Tax Expense. First nine months 2025 income tax expense of $259.6 million, at an effective income tax rate of 22.0%, decreased 35% compared to $398.8 million, at an effective income tax rate of 22.9%, during the first nine months of 2024, consistent with decreased pretax earnings. In July 2025, U.S. Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which included significant provisions modifying the U.S. tax framework. These legislative changes did not and are not expected to have a material impact on our third quarter and future effective tax rates, tax liabilities, and cash taxes. As required by ASC 740, Income Taxes, the estimated impact of the OBBBA has been included in our financial results in the third quarter of 2025, the period of enactment.

Liquidity and Capital Resources

Capital Resources and Long-term Debt. Our business is capital intensive and requires substantial expenditures for, among other things, the purchase and maintenance of equipment used in our operations~~, and to remain in compliance with environmental laws~~. Our short-term and long-term liquidity needs arise primarily from working capital requirements, capital expenditures, including expansion projects, principal and interest payments related to our outstanding indebtedness, dividends to our shareholders, potential stock repurchases and acquisitions or investments. We have met and intend to continue to meet these liquidity requirements primarily with available cash and cash provided by operations, long-term borrowings, and we also have availability under our unsecured Revolver. Our liquidity at ~~September~~March 3031, ~~2025~~2026, is as follows (in thousands):



Cash and equivalents	$	~~770~~556,~~356~~527
Other investments		~~245~~249,~~569~~959
Revolver availability		1,190,~~640~~621
Total liquidity	$	21,~~206~~997,~~565~~107

Our total outstanding debt of $34.82 billion ~~increased~~was ~~$551.4~~unchanged ~~million~~from ~~compared to~~ December 31, ~~2024, due to our issuance of senior unsecured notes in March~~ 2025 ~~as described in Note 3, the proceeds of which may be used for general corporate purposes, which included the repayment at maturity of our $400~~.0 million 2.400% notes due June 2025, and may include working capital, capital expenditures, advances for or investments in our subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of our common stock. Our total long-term debt to capitalization ratio (representing our long-term debt, including current maturities, divided by the sum of our long-term debt, redeemable noncontrolling interests, and our total stockholders’ equity) was 2931.75% and 2632.51% at ~~September 30~~March 31, ~~2025~~2026, and December 31, ~~2024~~2025, respectively.

Our unsecured credit agreement has a senior unsecured revolving credit facility (Facility), which provides a $1.2 billion Revolver and matures in July 2028. Subject to certain conditions, we have the ability to increase the Facility size by $500.0 million. The unsecured Revolver is available to fund working capital, capital expenditures, and other general corporate purposes. The Facility contains financial covenants and other covenants pertaining to our ability to incur indebtedness and permit liens on certain assets. Our ability to borrow funds within the terms of the unsecured Revolver is dependent upon our continued compliance with the financial and other covenants. At ~~September~~March 3031, ~~2025~~2026, we had $1.2 billion of availability on the Revolver, $9.4 million of outstanding letters of credit and other obligations which reduce availability, and there were no borrowings outstanding.

The financial covenants under our Facility state that we must maintain an interest coverage ratio of not less than 2.50:1.00. Our interest coverage ratio is calculated by dividing our last-twelve-months (LTM) consolidated ~~Adjusted~~ EBITDA as defined in the Facility (earnings before interest, taxes, depreciation, amortization, and certain other non-cash transactions as defined in the Facility) by our LTM gross interest expense, less amortization of financing fees. In addition, a debt to capitalization ratio of not more than 0.60:1.00 must be maintained. At March 31, 2026, our interest coverage ratio and debt to capitalization ratio were 13.72:1.00 and 0.32:1.00, respectively. We were in compliance with these covenants at March 31, 2026, and we anticipate we will continue to be in compliance during the next twelve months.

22Working Capital (representing excess of current assets over current liabilities). We generated cash flow from operations of $148.3 million in the first quarter of 2026 compared to $152.6 million in the same 2025 period. Working capital increased $262.5 million, or 6%, during the first quarter of 2026 to $4.6 billion at March 31, 2026. The increase in working capital included a $373.8 million increase in accounts receivable consistent with increased sales prices and volumes, a $169.6 million increase in inventories consistent with the startup of our recycled aluminum flat rolled products mill, and a $163.0 million decrease in accrued expenses primarily related to the $120.1 million payment of our annual companywide profit sharing funding, partially offset by a $148.1 million increase in accounts payable consistent with increased scrap prices for our metals recycling operations.

Capital Investments. During the first quarter of 2026, we invested $138.0 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $305.5 million invested during the same period in 2025. We are nearing completion of commissioning and startup of our recycled aluminum flat rolled products mill and one of the two supporting satellite recycled aluminum slab centers, which are being funded by available cash and cash flow from operations. Our liquidity of $2.0 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2026 capital requirements.

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~~transactions~~Cash asDividends. ~~defined~~As ina ~~the~~reflection ~~Facility)~~of bycontinued ~~our~~confidence ~~LTM~~in ~~gross~~our ~~interest~~current ~~expense,~~and ~~less~~future ~~amortization~~cash offlow ~~financing~~generation ~~fees.~~capability Inand ~~addition~~financial position, awe ~~debt~~increased toour ~~capitalization~~quarterly ~~ratio~~cash ofdividend ~~not~~by ~~more~~6% ~~than~~to $0.~~60:1.00~~53 ~~must~~per beshare ~~maintained~~in the first quarter of 2026 (from $0.50 Atper ~~September~~share ~~30,~~for each quarter in 2025), ~~our~~resulting ~~interest~~in ~~coverage~~declared ~~ratio~~cash ~~and~~dividends ~~debt~~of $76.6 million during the first quarter of 2026, compared to ~~capitalization~~$74.7 ~~ratio~~million ~~were~~during 13the same period in 2025.~~50:1~~ We paid cash dividends of $72.005 million and 0$69.~~30:1.00~~5 million during the first quarters of 2026 and 2025, respectively. WeOur ~~were~~board inof ~~compliance~~directors ~~with~~approves ~~these~~the ~~covenants~~payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is at ~~September~~the 30discretion of our board of directors, ~~2025~~ after taking into account various factors provided by executive management, ~~and~~including weour ~~anticipate~~financial wecondition, ~~will~~results ~~continue~~of tooperations, beoutstanding inindebtedness, ~~compliance~~current ~~during~~and ~~the~~anticipated ~~next~~cash ~~twelve~~needs ~~months~~and growth plans.

~~Working~~Other. ~~Capital~~Our ~~(representing~~board ~~excess~~ of ~~current~~directors ~~assets~~has ~~over~~authorized ~~current~~share ~~liabilities).~~repurchase Weprograms ~~generated~~during ~~cash~~prior ~~flow~~years, ~~from~~the ~~operations~~most recent of ~~$1.2~~which ~~billion~~occurred in ~~the~~February ~~first~~2025 ~~nine~~for ~~months~~a program of ~~2025~~up ~~compared~~ to $1.5 billion inof the ~~same~~company’s ~~2024~~common ~~period~~stock. ~~Working~~Under ~~capital~~the ~~increased~~share ~~$841.9~~repurchase ~~million~~programs, orpurchases ~~26%,~~take ~~during~~place ~~the~~as ~~first~~and ~~nine~~when ~~months~~we ofdetermine ~~2025~~in toopen ~~$4.1~~market ~~billion~~or atprivate ~~September~~transactions ~~30,~~made ~~2025,~~based ~~due~~upon ~~primarily~~the tomarket price of our common stock, the ~~issuance~~nature of ~~our~~other ~~$600.0~~investment ~~million~~opportunities ~~5.250%~~or ~~notes~~growth ~~due~~projects, inour ~~May~~cash ~~2035~~flows from operations, and ~~$400.0~~general ~~million~~economic 5conditions.~~750%~~ ~~notes~~The ~~due~~share inrepurchase ~~May~~programs ~~2055,~~do ~~offset~~not byrequire ~~the~~us ~~repayment~~to ofacquire ~~our~~any ~~$400.0~~specific ~~million~~number of ~~2.400%~~shares, ~~senior~~and ~~notes~~may inbe ~~June~~modified, ~~2025~~suspended, asextended, ~~well~~or asterminated aby ~~$344~~us at any time.8 ~~million~~The ~~dollar~~share ~~increase~~repurchase inprograms ~~accounts~~do ~~receivable~~not ~~consistent~~have ~~with~~an ~~increased~~expiration ~~steel~~date. ~~prices~~There were $115.1 million and ~~sales~~$250.1 ~~volumes~~million inof share repurchases during the ~~third~~first ~~quarter~~quarters of 2026 and 2025, ~~compared~~respectively. As of March 31, 2026, we had $687.0 million remaining available to purchase under the ~~fourth~~February ~~quarter~~2025 ofshare ~~2024~~repurchase program.

Capital Investments. During the first nine months of 2025, we invested $759.5 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $1.4 billion invested during the same period in 2024. We are nearing completion of construction of our recycled aluminum flat rolled products mill with two new supporting satellite recycled aluminum slab centers, which are being funded by available cash and cash flow from operations. Related expenditures began in the third quarter of 2022 and have continued through 2025. Our liquidity of $2.2 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2025 capital requirements.

Cash Dividends. As a reflection of continued confidence in our current and future cash flow generation capability and financial position, we increased our quarterly cash dividend by 9% to $0.50 per share in the first quarter of 2025 (from $0.46 per share for each quarter in 2024), resulting in declared cash dividends of $221.7 million during the first nine months of 2025, compared to $214.6 million during the same period in 2024. We paid cash dividends of $218.1 million and $212.2 million during the first nine months of 2025 and 2024, respectively. Our board of directors, along with executive management, approves the payment of dividends on a quarterly basis. The determination to pay cash dividends in the future is at the discretion of our board of directors, after taking into account various factors, including our financial condition, results of operations, outstanding indebtedness, current and anticipated cash needs and growth plans.

Other. Our board of directors has authorized share repurchase programs during prior years and the current year, the most recent of which occurred in February 2025 for a program of up to $1.5 billion of the company’s common stock. Under the share repurchase programs, purchases take place as and when we determine in open market or private transactions made based upon the market price of our common stock, the nature of other investment opportunities or growth projects, our cash flows from operations, and general economic conditions. The share repurchase programs do not require us to acquire any specific number of shares, and may be modified, suspended, extended, or terminated by us at any time. The share repurchase programs do not have an expiration date. There were $660.6 million and $917.0 million of share repurchases during the first nine months of 2025 and 2024, respectively. As of September 30, 2025, we had $1.0 billion remaining available to purchase under the February 2025 share repurchase program.

Our ability to meet our debt service obligations and reduce our total debt will depend upon our future performance which, in turn, will depend upon general economic, financial, and business conditions, along with competition, legislation and regulatory factors that are largely beyond our control. In addition, we cannot assure that our operating results, cash flows, access to credit markets and capital resources will be sufficient for repayment of our indebtedness in the future. We believe that based upon current levels of operations and anticipated growth, cash flows from operations, together with other available sources of funds, including borrowings under our Facility, if necessary, will be adequate for the next twelve months for making required payments of principal and interest on our indebtedness, funding working capital requirements, and funding anticipated capital expenditures.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Risk

In the normal course of business, we are exposed to the market risk and price fluctuations related to the sale of our products and to the purchase of raw materials used in our operations, such as metallic raw materials, electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Our risk strategy associated with product sales has generally been to obtain competitive prices for our products and to allow operating results to reflect market price movements dictated by supply and demand.

Our risk strategy associated with the purchase of raw materials utilized within our operations has generally been to make some commitments with suppliers relating to future expected requirements for some commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Certain of these commitments contain provisions which require us to “take or pay” for specified quantities without regard to actual usage for periods of generally up to 5 years for physical commodity requirements and commodity transportation requirements, with some extending beyond, and for up to 1514 years for air products and 2726 years for water products. We utilized such “take or pay” requirements during the past three years under these contracts. We believe that production requirements will be such that consumption of the products or services purchased under these commitments will occur in the normal production process.

In our metals recycling, aluminum, and steel operations, we have certain fixed price contracts with various customers and suppliers for future delivery of nonferrous and ferrous metals. Our risk strategy has been to enter into base metal financial contracts with the goal to protect the profit margin, within certain parameters, that was contemplated when we entered into the transaction with the customer or vendor. As of ~~September~~March 3031, ~~2025~~2026, substantially all of these financial contracts have a settlement date within the next twelve months. We believe the customer contracts associated with the financial contracts will be fully consummated.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

As required, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of ~~September~~March 3031, ~~2025~~2026, the end of the period covered by this quarterly report, our disclosure controls and procedures were designed to provide and were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)

Changes in Internal Controls Over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended ~~September~~March 3031, ~~2025~~2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are currently expected to have a material impact on our financial condition, results of operations, or liquidity.

We may also be involved from time to time in various governmental investigations, regulatory proceedings or judicial actions seeking penalties, injunctive relief, and/or remediation under federal, state and local environmental laws and regulations. The United States EPA has conducted such investigations and proceedings involving us, in some instances along with state environmental regulators, under various environmental laws, including RCRA, CERCLA, the Clean Water Act and the Clean Air Act. Some of these matters have resulted in fines or penalties, exclusive of interest and costs, which did not exceed $1 million in aggregate, as of ~~September~~March 3031, ~~2025~~2026.

ITEM 1A. RISK FACTORS

No material changes have occurred to the indicated risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We purchased the following equity securities registered by us pursuant to Section 12 of the Exchange Act during the three-month period ended ~~September~~March 3031, ~~2025~~2026.


Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Programs (1)		Maximum Dollar Value of Shares That May Yet be Purchased Under the Programs(in thousands) (1)
Quarter ended September 30, 2025
Quarter ended March 31, 2026

July 1 - 31	361,680		$	131.25		361,680		$	1,200,856
January 1 - 31	103,374		$	175.36		103,374		$	783,021
August 1 - 31	941,719			126.38		941,719			1,083,036
February 1 - 28	-			-		-			783,021
September 1 - 30	321,465			136.56		321,465			1,039,579
March 1 - 31	544,171			178.18		544,171			687,033
	1647,~~624,864~~545					1647,~~624,864~~545

(1)	In February 2025, our board of directors authorized a share repurchase program of up to $1.5 billion of the company’s common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

During the three-month period ended ~~September~~March 3031, ~~2025~~2026, none of the Company’s directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

Reference is made to the Exhibit Index preceding the signature page hereto, which Exhibit Index is hereby incorporated into this item.

EXHIBIT INDEX


Articles of Incorporation

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 (File No.: 000-21719).

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 (File No.: 000-21719).

Executive Officer Certifications

31.1*	Certification of Chief Executive Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Chief Financial Officer required by Item 307 of Regulation S-K as promulgated by the Securities and Exchange Commission and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Documents

101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	Inline XBRL Taxonomy Extension Calculation Document

101.DEF*	Inline XBRL Taxonomy Definition Document

101.LAB*	Inline XBRL Taxonomy Extension Label Document

101.PRE*	Inline XBRL Taxonomy Presentation Document

104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed concurrently herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

October 24, 2025
April 27, 2026

		STEEL DYNAMICS, INC.

	By:	/s/ Theresa E. Wagler
		Theresa E. Wagler
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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