Form 8-K

8-K — STEEL DYNAMICS INC

Accession: 0001104659-26-090129

Filed: 2026-08-04

Period: 2026-08-03

CIK: 0001022671

SIC: 3312 (STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, DC

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

August 3, 2026

STEEL

DYNAMICS, INC.

(Exact name of registrant as specified in its

charter)

Indiana

0-21719

35-1929476

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

7575

West Jefferson Blvd, Fort Wayne,

Indiana 46804

(Address of principal executive offices) (Zip

Code)

Registrant’s telephone number, including

area code: 260-969-3500

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

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. ¨

Item 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2026, Mark D. Millett, Steel

Dynamics, Inc.’s (the “Company”) Chairman and Chief Executive Officer gave notice to the Company’s Board of Directors

(the “Board”) of his intention to retire as Chief Executive Officer of the Company effective January 1, 2027. The Board has

appointed Mr. Millett as the Company’s Executive Chairman concurrently with his retirement as Chief Executive Officer.

The Board made the following additional appointments

effective January 1, 2027: (i) Theresa E. Wagler, the Company’s Executive Vice President and Chief Financial Officer, will become

the Company’s President and Chief Executive Officer and (ii) Richard A. Poinsatte, the Company’s Executive Vice President

and Treasurer, will become the Company’s Executive Vice President and Chief Financial Officer. Effective immediately, the Board

appointed Ms. Wagler as a member of the Board and increased the size of the Board from seven to eight members.

The Board made the following appointments

effective September 1, 2026: (i) Barry Schneider, the Company’s President and Chief Operating Officer, will become the Company’s

Executive Vice President and Chief Technology Officer, (ii) Miguel Alvarez, the Company’s Senior Vice President Aluminum Group,

will become the Company’s Executive Vice President and Chief Operating Officer Aluminum Flat Rolled Products and Metals Recycling

Operations, (iii) James Anderson, the Company’s Senior Vice President Long Products Steel Group, will become the Company’s

Executive Vice President and Chief Operating Officer Construction Products Operations, and (iv) Christopher Graham, the Company’s

Senior Vice President Flot Roll Steel Group, will become the Company’s Executive Vice President and Chief Operating Officer Flat

Rolled Steel Operations.

The information required by Items 401(b),

401(d), 401(e) and 404(a) of Regulation S-K for the foregoing individuals is included on pages 6 and 7 of the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 27, 2026, and on page

28 of the Company’s Definitive Proxy Statement related to the Company’s 2026 Annual Meeting of Stockholders, filed with the

Securities and Exchange Commission on March 27, 2026, and such portions of such reports are incorporated herein by reference.

Any material changes to Mr. Millett’s,

Ms. Wagler’s, or Mr. Poinsatte’s compensation will be determined by the Compensation Committee of the Board, and the Company

will amend this Current Report on Form 8-K as required.

Item 7.01. Regulation FD Disclosure.

On August 4, 2026, the Company issued

a press release titled “Theresa E. Wagler to become Steel Dynamics’ President and Chief Executive Officer; Mark D. Millett

to become Steel Dynamics’ Executive Chairman.” A copy of that press release is attached hereto as Exhibit 99.1.

The information contained in Exhibit 99.1

is furnished under this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except

as may be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished

with this report:

Exhibit Number

Description

99.1 A press release dated August 4, 2026, titled “Theresa E. Wagler to become Steel Dynamics’ President and Chief Executive

Officer; Mark D. Millett to become Steel Dynamics’ Executive Chairman.”

104 Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because

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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 hereto duly authorized.

STEEL DYNAMICS, INC.

/s/ Theresa E. Wagler

Date: August 4, 2026

By:

Theresa E. Wagler

Title:

Executive Vice President and Chief

Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622182d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Press Release

August 4, 2026

7575 W. Jefferson Blvd.

Fort Wayne, IN 46804

Theresa E. Wagler to become Steel Dynamics’

President and Chief Executive Officer;

Mark D. Millett to become Steel Dynamics’

Executive Chairman

Senior Leadership Organizational Changes Positioning

Steel Dynamics for Long-Term Growth

FORT WAYNE, INDIANA August 4, 2026 / PRNewswire / Steel Dynamics, Inc.

(NASDAQ/GS: STLD) today announced that the company’s board of directors unanimously approved that effective January 1, 2027, Theresa

E. Wagler will become the company’s President and Chief Executive Officer upon Mark D. Millett’s concurrent retirement as

CEO and transition to Executive Chairman of the board of directors. Ms. Wagler will become a member of the Steel Dynamics’ board

of directors effective immediately.

Today’s announcement reflects the culmination of a thoughtful

and comprehensive succession planning process and supports continuity as Steel Dynamics continues to advance its strategy as a world leading

metals solutions company.

“On behalf of the board of directors, I want to thank Mark for

his exceptional leadership and contributions to the global industry and to the outstanding company he co-founded over 30 years ago,”

said Kenneth Cornew, the company’s Lead Independent Director. “Under Mark’s leadership the company has gone through

a period of unprecedented transformational growth, while strengthening Steel Dynamics entrepreneurial culture, strategic positioning,

and opportunity for continued long-term success. We are thankful to have him transition into the role of Executive Chairman in the new

year.

“We congratulate Theresa on her appointment as President and

CEO,” continued Cornew. “Theresa has served as Executive Vice President and CFO since 2007 and has been an integral part of

the strategy and leadership of the company since joining Steel Dynamics 28 years ago. She is disciplined, strategic, and a highly respected

leader with a deep understanding of Steel Dynamics’ culture, strategy, and businesses. This appointment reflects our confidence

in her ability to lead the company forward into its next chapter of growth and value creation for our teams, customers, and shareholders.”

“Theresa’s appointment recognizes her leadership as the

company has grown,” said Millett. “We have worked together for decades, and she has played a pivotal role in our success.

Theresa has earned the full confidence of the board and the leadership team, and I am proud and excited to transition the role of Chief

Executive Officer to her.”

Richard A. Poinsatte, the company’s Executive Vice President

and Treasurer, will succeed Wagler as the company’s Executive Vice President and Chief Financial Officer on January 1, 2027. Additionally,

in support of the company’s long-term growth, succession plan, and talent development, the following senior leadership changes are

taking place effective September 1, 2026:

§ Barry Schneider, Executive Vice President and Chief Technology Officer

Barry Schneider will be assuming the new strategic growth

role of Executive Vice President and Chief Technology Officer. The company is adding this executive leadership role to drive product and

technology development, process innovation, and capitalize on the company’s continued decarbonization journey. In this new role,

Mr. Schneider will also assume oversight of the company’s decarbonization strategy and continue to have companywide oversight of

safety and information technology. Mr. Schneider has been with Steel Dynamics since the beginning, holding various leadership roles within

the entire organization.

§ Miguel Alvarez, Executive Vice President and Chief Operating Officer Aluminum Flat Rolled Products and Metals Recycling Operations

In addition to his current

oversight of the company’s new strategic aluminum investments, Mr. Alvarez will assume executive oversight of the company’s

metals recycling business, with Matt Bell, Vice President of Metals Recycling, continuing to lead the platform, reporting directly to

Mr. Alvarez. Mr. Alvarez joined the company in 2019 as Senior Vice President, Southwest U.S. and Mexico to support the company’s

steel and metals recycling growth strategy in that region. Subsequently, he was promoted to lead the company’s metals recycling

platform from March 2022 to October 2025.

§ James Anderson, Executive Vice President and Chief Operating Officer Construction Products Operations

In addition to his current oversight of the company’s

long products steel group, Mr. Anderson will assume executive oversight of the company’s steel fabrication business, with Chad Bickford,

Vice President of Steel Fabrication, continuing to lead the platform, reporting directly to Mr. Anderson. Mr. Anderson joined SDI in 2007,

as a principal of an acquired flat rolled steel galvanizing company. Subsequently, he was promoted to lead the company’s steel fabrication

business from 2015 to 2024, where he successfully diversified and grew the business.

§ Christopher Graham, Executive Vice President and Chief Operating Officer Flat Rolled Steel Operations

Mr. Graham has been promoted in recognition of the scale

of the company’s flat rolled steel operations and continued associated product diversification and growth opportunities, as well

as his leadership contributions to the company overall, especially within the discipline of maintaining the company’s performance-driven,

entrepreneurial culture. Mr. Graham has been with Steel Dynamics since the beginning, holding various leadership roles within the steel

and steel fabrication operations.

About Theresa E. Wagler

Ms. Wagler has been the company’s Executive Vice President, Chief

Financial Officer and Corporate Secretary since May 2007. Ms. Wagler joined Steel Dynamics in 1998, and has held various strategic, operational,

finance, and accounting positions. She is responsible for and oversees the areas of accounting and taxation, treasury, risk management,

legal, cybersecurity, human resources, companywide decarbonization strategy, and strategic business development, as well as, financial

planning and analysis, investor relations, and corporate communications. Ms. Wagler has been especially influential and instrumental in

the company’s strategic growth positioning, differentiation, and capital allocation execution.

Additionally, Ms. Wagler also has held leadership roles for companywide

safety, expansion and commercialization of copper wire and rod operations, and expansion and commercialization of decarbonized product

offerings through the use of biocarbon.

Prior to joining Steel Dynamics, Ms. Wagler was a certified public

accountant with Ernst & Young LLP. Ms. Wagler graduated from Taylor University with a bachelor’s degree in accounting and systems

analysis. In addition, she serves as a director, a member of the audit committee, and chairperson of the compensation committee for CF

Industries Holdings, Inc., a public company. She also serves as a trustee for Trine University and a director for the Metals Service Center

Institute.

About Richard A. Poinsatte

Mr. Poinsatte was appointed Senior Vice President in October 2023,

and as Treasurer is responsible for the areas of treasury, legal, business development, cybersecurity, business development, and risk

management. Mr. Poinsatte joined Steel Dynamics in 2000, as the Chief Financial Officer of one of the company’s joint venture businesses,

which is now part of the steel fabrication platform. During his time, he has held positions of increasing responsibility, including the

operating position of General Manager of the company’s Florida steel fabrication plant. Since 2008, he served as Treasurer and has

been responsible for the company’s treasury strategy, investment portfolio, risk management, and legal applications, along with

numerous other companywide financial applications.

Prior to joining Steel Dynamics, Mr. Poinsatte was a certified public

accountant with Ernst & Young LLP. Mr. Poinsatte earned a Bachelor of Business Administration with a concentration in accounting from

the University of Notre Dame. In addition, Mr. Poinsatte serves as the Chairman of the Board of Trustees for the University of Saint Francis.

About Steel Dynamics, Inc.

Steel Dynamics is a leading industrial metals solutions company, with

facilities located throughout the United States, and in Mexico. The company operates using a circular manufacturing model, producing lower-carbon-emission,

quality products with recycled scrap as the primary input. Steel Dynamics is one of the largest domestic steel producers and metal recyclers

in North America, combined with a meaningful downstream steel fabrication platform. The company also invested in aluminum operations,

further diversifying its product offerings to supply aluminum flat rolled products with high recycled content to the countercyclical sustainable

beverage can industry, in addition to the automotive and industrial sectors. Steel Dynamics is committed to operating with the highest

integrity and to being the safest, most efficient producer of high-quality, broadly diversified, value-added metal products.

Contact: Investor Relations — +1.260.969.3500

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