STLD · Steel Dynamics Inc · Debt

Verified covenant terms

• SECTION 204 · Limitation on Liens Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may, without securing the Notes, create, incur, issue, assume, guarantee or permit to exist any Indebtedness secured by a Lien, other than those permitted pursuant to clauses (1) through (16) above, if, after giving pro forma effect to the Incurrence of such Indebtedness (and the receipt and application of the proceeds thereof) or the securing of outstanding Indebtedness, the sum of (without duplication) (i) all Indebtedness of the… Exceptions: other than those permitted pursuant to clauses (1) through (16) above Defined terms:
  • Attributable Indebtedness: with respect to a Sale/Leaseback Transaction means, as of the time of determination, (i) if the obligation with respect to such Sale/Leaseback Transaction is a Finance Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (ii) if the obligation with respect to such Sale/Leaseback Transaction is not a Finance Lease Obligation, the total Net Amount of Rent required to be paid by the lessee under such lease during the remaining term thereof (including any period for which the lease has been extended), discounted from the respective due dates thereof to such determination date at the rate per annum borne by the Notes compounded semi-annually.

    Source evidence: “Attributable Indebtedness” with respect to a Sale/Leaseback Transaction means, as of the time of determination, (i) if the obligation with respect to such Sale/Leaseback Transaction is a Finance Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (ii) if the obligation with respect to such Sale/Leaseback Transaction is not a Finance Lease Obligation, the total Net Amount of Rent required to be paid by the lessee under such lease during the remaining term thereof (including any period for which the lease has been extended), discounted from the respective due dates thereof to such determination date at the rate per annum borne by the Notes compounded semi-annually.

  • Consolidated Net Tangible Assets: means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its Subsidiaries for the total assets (less accumulated depletion, depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, after giving effect to purchase accounting and after deducting therefrom, to the extent included in total assets, in each case as determined on a consolidated basis in accordance with GAAP (without duplication): (i) the aggregate amount of liabilities of the Company and its Subsidiaries that may properly be classified as current liabilities (including taxes accrued as estimated); (ii) current Indebtedness and current maturities of long-term Indebtedness; (iii) minority interests in the Company’s Subsidiaries held by Persons other than the Company or a wholly-owned Subsidiary of the Company; and (iv) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items.

    Source evidence: “Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its Subsidiaries for the total assets (less accumulated depletion, depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, after giving effect to purchase accounting and after deducting therefrom, to the extent included in total assets, in each case as determined on a consolidated basis in accordance with GAAP (without duplication): (i) the aggregate amount of liabilities of the Company and its Subsidiaries that may properly be classified as current liabilities (including taxes accrued as estimated); (ii) current Indebtedness and current maturities of long-term Indebtedness; (iii) minority interests in the Company’s Subsidiaries held by Persons other than the Company or a wholly-owned Subsidiary of the Company; and (iv) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items.

  SECTION 204 Limitation on Liens.
  Full wording and supporting evidence

  Source evidence: Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may, without securing the Notes, create, incur, issue, assume, guarantee or permit to exist any Indebtedness secured by a Lien, other than those permitted pursuant to clauses (1) through (16) above, if, after giving pro forma effect to the Incurrence of such Indebtedness (and the receipt and application of the proceeds thereof) or the securing of outstanding Indebtedness, the sum of (without duplication) (i) all Indebtedness of the Company and its Restricted Subsidiaries secured by Liens (other than those Liens permitted pursuant to clauses (1) through (16) above) and (ii) all Attributable Indebtedness in respect of Sale/Leaseback Transactions with respect to any Principal Property, at the time of determination, does not exceed 15% of Consolidated Net Tangible Assets.

  Target identity evidence: THIRD SUPPLEMENTAL INDENTURE dated as of November 21, 2025 (this “Third Supplemental Indenture”), made and entered into by and between Steel Dynamics, Inc., a corporation organized and existing under the laws of the State of Indiana, having its principal office at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) under the indenture of the Company dated as of December 7, 2022 (the “Indenture”).

  Target identity evidence: WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.000% Notes due 2028” in the principal amount of $650,000,000 (the “Notes”); and

  Target identity evidence: There are hereby created under the Indenture a series of Debt Securities known and designated as the “4.000% Notes due 2028” of the Company.

  Target identity evidence: 4.000% Note due December 15, 2028

  Target identity evidence: | CUSIP No. 858119 BU3<br><br>ISIN No. US858119BU36<br><br>No. [•] | $[•] |

• SECTION 204 Limitation on Liens. · Limitation on Liens the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or permit to exist any Indebtedness secured by a Lien on any Principal Property or any shares of stock of or any Indebtedness of any Restricted Subsidiary, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Company contemporaneously secures the Notes equally and ratably with (or prior to) such Indebtedness Exceptions: Except as provided below SECTION 204 Limitation on Liens.
  Full wording and supporting evidence

  Source evidence: Except as provided below, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or permit to exist any Indebtedness secured by a Lien on any Principal Property or any shares of stock of or any Indebtedness of any Restricted Subsidiary, whether owned on the date of issuance of the Notes or thereafter acquired, unless the Company contemporaneously secures the Notes equally and ratably with (or prior to) such Indebtedness, except that the foregoing restrictions shall not apply to Indebtedness secured by:

  Target identity evidence: THIRD SUPPLEMENTAL INDENTURE dated as of November 21, 2025 (this “Third Supplemental Indenture”), made and entered into by and between Steel Dynamics, Inc., a corporation organized and existing under the laws of the State of Indiana, having its principal office at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) under the indenture of the Company dated as of December 7, 2022 (the “Indenture”).

  Target identity evidence: WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.000% Notes due 2028” in the principal amount of $650,000,000 (the “Notes”); and

  Target identity evidence: There are hereby created under the Indenture a series of Debt Securities known and designated as the “4.000% Notes due 2028” of the Company.

  Target identity evidence: 4.000% Note due December 15, 2028

  Target identity evidence: | CUSIP No. 858119 BU3<br><br>ISIN No. US858119BU36<br><br>No. [•] | $[•] |

• SECTION 205 · Limitation on Sale/Leaseback Transactions The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any Principal Property, unless (i) the Company or such Subsidiary would be entitled to create a Lien on such Principal Property securing Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction without securing the Notes pursuant to Section 204 hereof or (ii) the Company, within six months from the effective date of such… Exceptions: unless (i) the Company or such Subsidiary would be entitled to create a Lien on such Principal Property securing Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction without securing the Notes pursuant to Section 204 hereof or (ii) the Company, within six months from the effective date of such Sale/Leaseback Transaction, applies to the voluntary defeasance or retirement (excluding retirements of Notes and other Indebtedness ranking pari passu with the Notes as a result of conversions, pursuant to mandatory sinking funds or mandatory prepayment provisions or by payment at maturity) of notes or other Indebtedness ranking pari passu with the Notes an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction Defined terms:
  • Attributable Indebtedness: with respect to a Sale/Leaseback Transaction means, as of the time of determination, (i) if the obligation with respect to such Sale/Leaseback Transaction is a Finance Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (ii) if the obligation with respect to such Sale/Leaseback Transaction is not a Finance Lease Obligation, the total Net Amount of Rent required to be paid by the lessee under such lease during the remaining term thereof (including any period for which the lease has been extended), discounted from the respective due dates thereof to such determination date at the rate per annum borne by the Notes compounded semi-annually.

    Source evidence: “Attributable Indebtedness” with respect to a Sale/Leaseback Transaction means, as of the time of determination, (i) if the obligation with respect to such Sale/Leaseback Transaction is a Finance Lease Obligation, the amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee or (ii) if the obligation with respect to such Sale/Leaseback Transaction is not a Finance Lease Obligation, the total Net Amount of Rent required to be paid by the lessee under such lease during the remaining term thereof (including any period for which the lease has been extended), discounted from the respective due dates thereof to such determination date at the rate per annum borne by the Notes compounded semi-annually.

  • Sale/Leaseback Transaction: means an arrangement relating to property owned on the date of issuance of the Notes or thereafter acquired whereby the Company or any of its Subsidiaries transfers such property to a Person and the Company or any of its Subsidiaries leases it from such Person.

    Source evidence: “Sale/Leaseback Transaction” means an arrangement relating to property owned on the date of issuance of the Notes or thereafter acquired whereby the Company or any of its Subsidiaries transfers such property to a Person and the Company or any of its Subsidiaries leases it from such Person.

  SECTION 205 Limitation on Sale/Leaseback Transactions.
  Full wording and supporting evidence

  Source evidence: The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any Principal Property, unless (i) the Company or such Subsidiary would be entitled to create a Lien on such Principal Property securing Indebtedness in an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction without securing the Notes pursuant to Section 204 hereof or (ii) the Company, within six months from the effective date of such Sale/Leaseback Transaction, applies to the voluntary defeasance or retirement (excluding retirements of Notes and other Indebtedness ranking pari passu with the Notes as a result of conversions, pursuant to mandatory sinking funds or mandatory prepayment provisions or by payment at maturity) of notes or other Indebtedness ranking pari passu with the Notes an amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction.

  Target identity evidence: THIRD SUPPLEMENTAL INDENTURE dated as of November 21, 2025 (this “Third Supplemental Indenture”), made and entered into by and between Steel Dynamics, Inc., a corporation organized and existing under the laws of the State of Indiana, having its principal office at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) under the indenture of the Company dated as of December 7, 2022 (the “Indenture”).

  Target identity evidence: WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.000% Notes due 2028” in the principal amount of $650,000,000 (the “Notes”); and

  Target identity evidence: There are hereby created under the Indenture a series of Debt Securities known and designated as the “4.000% Notes due 2028” of the Company.

  Target identity evidence: 4.000% Note due December 15, 2028

  Target identity evidence: | CUSIP No. 858119 BU3<br><br>ISIN No. US858119BU36<br><br>No. [•] | $[•] |

• SECTION 203(a) · Purchase upon a Change of Control Triggering Event each holder of the Notes will have the right to require the Company to purchase all or a portion of such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”) Springing Trigger: Upon the occurrence of a Change of Control Triggering Event with respect to the Notes Exceptions: unless the Company has exercised its right to redeem the Notes in full by giving irrevocable notice to the Trustee in accordance with the Indenture Defined terms:
  • Change of Control Offer: has the meaning set forth in Section 203(a) hereof.

    Source evidence: “Change of Control Offer” has the meaning set forth in Section 203(a) hereof.

  • Change of Control Payment: has the meaning set forth in Section 203(a) hereof.

    Source evidence: “Change of Control Payment” has the meaning set forth in Section 203(a) hereof.

  • Change of Control Triggering Event: with respect to the Notes, (i) the rating of the Notes by two of the three Rating Agencies is lowered at any time during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) the Notes are rated below Investment Grade by two of the three Rating Agencies on any day during the Trigger Period.

    Source evidence: “Change of Control Triggering Event” means, with respect to the Notes, (i) the rating of the Notes by two of the three Rating Agencies is lowered at any time during the period (the “Trigger Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the first public announcement by the Company of any Change of Control (or pending Change of Control), and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change), and (ii) the Notes are rated below Investment Grade by two of the three Rating Agencies on any day during the Trigger Period.

  SECTION 203 Purchase upon a Change of Control Triggering Event.
  Full wording and supporting evidence

  Source evidence: (a) Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless the Company has exercised its right to redeem the Notes in full by giving irrevocable notice to the Trustee in accordance with the Indenture, each holder of the Notes will have the right to require the Company to purchase all or a portion of such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

  Target identity evidence: THIRD SUPPLEMENTAL INDENTURE dated as of November 21, 2025 (this “Third Supplemental Indenture”), made and entered into by and between Steel Dynamics, Inc., a corporation organized and existing under the laws of the State of Indiana, having its principal office at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) under the indenture of the Company dated as of December 7, 2022 (the “Indenture”).

  Target identity evidence: WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.000% Notes due 2028” in the principal amount of $650,000,000 (the “Notes”); and

  Target identity evidence: There are hereby created under the Indenture a series of Debt Securities known and designated as the “4.000% Notes due 2028” of the Company.

  Target identity evidence: 4.000% Note due December 15, 2028

  Target identity evidence: | CUSIP No. 858119 BU3<br><br>ISIN No. US858119BU36<br><br>No. [•] | $[•] |

• SECTION 203(b) · Purchase upon a Change of Control Triggering Event the Company will be required to send, by first class mail, (or with respect to global notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) a notice to each holder of the Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. Metric: following the date upon which the Change of Control Triggering Event occurred Stated threshold: 30 days Springing Trigger: following the date upon which the Change of Control Triggering Event occurred with respect to the Notes Defined terms:
  • Change of Control Payment Date: has the meaning set forth in Section 203(b) hereof.

    Source evidence: “Change of Control Payment Date” has the meaning set forth in Section 203(b) hereof.

  SECTION 203 Purchase upon a Change of Control Triggering Event.
  Full wording and supporting evidence

  Source evidence: (b) Unless the Company has exercised its right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to the Notes or, at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to send, by first class mail, (or with respect to global notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically) a notice to each holder of the Notes, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days after the date the notice is mailed or sent, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior or sent to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.

  Target identity evidence: THIRD SUPPLEMENTAL INDENTURE dated as of November 21, 2025 (this “Third Supplemental Indenture”), made and entered into by and between Steel Dynamics, Inc., a corporation organized and existing under the laws of the State of Indiana, having its principal office at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) under the indenture of the Company dated as of December 7, 2022 (the “Indenture”).

  Target identity evidence: WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.000% Notes due 2028” in the principal amount of $650,000,000 (the “Notes”); and

  Target identity evidence: There are hereby created under the Indenture a series of Debt Securities known and designated as the “4.000% Notes due 2028” of the Company.

  Target identity evidence: 4.000% Note due December 15, 2028

  Target identity evidence: | CUSIP No. 858119 BU3<br><br>ISIN No. US858119BU36<br><br>No. [•] | $[•] |

• SECTION 203(e) · Purchase upon a Change of Control Triggering Event The Company will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. Springing Trigger: in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event Exceptions: to the extent those laws and regulations are applicable Defined terms:
  • Exchange Act: means the Securities Exchange Act of 1934, as amended.

    Source evidence: “Exchange Act” means the Securities Exchange Act of 1934, as amended.

  SECTION 203 Purchase upon a Change of Control Triggering Event.
  Full wording and supporting evidence

  Source evidence: (e) The Company will comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 203 by virtue of any such conflict.

  Target identity evidence: THIRD SUPPLEMENTAL INDENTURE dated as of November 21, 2025 (this “Third Supplemental Indenture”), made and entered into by and between Steel Dynamics, Inc., a corporation organized and existing under the laws of the State of Indiana, having its principal office at 7575 West Jefferson Blvd., Fort Wayne, Indiana 46804 (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) under the indenture of the Company dated as of December 7, 2022 (the “Indenture”).

  Target identity evidence: WHEREAS, the Company has duly authorized the creation of a series of its Debt Securities denominated its “4.000% Notes due 2028” in the principal amount of $650,000,000 (the “Notes”); and

  Target identity evidence: There are hereby created under the Indenture a series of Debt Securities known and designated as the “4.000% Notes due 2028” of the Company.

  Target identity evidence: 4.000% Note due December 15, 2028

  Target identity evidence: | CUSIP No. 858119 BU3<br><br>ISIN No. US858119BU36<br><br>No. [•] | $[•] |