8-K

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

WASHINGTON, DC

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (date of earliest event reported) September 15, 2023

STEEL

DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

7575West 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:

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

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 ¨

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. ¨

Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

On September 15, 2023, the Board of Directors of Steel Dynamics, Inc. (the “Company”) appointed Jennifer L. Hamann, age 56, as a new independent director, with a term ending May 2024 coinciding with the Company’s regularly held Annual Meeting of Stockholders. She will also participate as a member of the Company’s Audit Committee.

From 2020 through present, Ms. Hamann has served as the executive vice president and chief financial officer of Union Pacific Corporation (“Union Pacific”). For many years, the Company has sold rail to Union Pacific and purchased transportation services from Union Pacific. In 2022, Union Pacific paid the Company approximately $19 million for rail purchases and the Company paid Union Pacific approximately $42 million for transportation services. These transactions were made on market terms and accounted for less than ½% of each Company’s revenues.

Ms. Hamann will receive pro rata compensation in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described in the Company’s proxy statement filed March 30, 2023 under the heading “Director Compensation.”

Item 8.01. Other Events.

On September 15, 2023, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Appoints Jennifer Hamann to the Company’s Board of Directors.”  A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following exhibit is filed with this report:

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.

Exhibit 99.1

Press Release<br><br> <br>September 15, 2023
	7575 W. Jefferson Blvd.
	Fort Wayne, IN 46804

Steel Dynamics Appoints Jennifer Hamann

to the Company’s Board of Directors

FORT WAYNE, INDIANA, September 15, 2023 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS:STLD) today announced that its Board of Directors has appointed Jennifer L. Hamann to the Company’s Board of Directors. The appointment is for the balance of a one-year term ending May 2024 coinciding with the Company’s regularly held Annual Meeting of Stockholders.

Ms. Hamann, age 56, will serve as an independent director and participate as a member of the Company’s Audit Committee.

From 2020 through present, Ms. Hamann has served as the executive vice president and chief financial officer of Union Pacific Corporation (“Union Pacific”), a publicly traded company (NYSE: UNP) with a current market capitalization of $129 billion and annual revenue of $25 billion in 2022. Union Pacific employs over 33,000 individuals and provides a critical service in the global supply chain by linking 23 U.S. states by rail. Additionally, Union Pacific is the only railroad serving all six major transportation Mexican gateways.

Ms. Hamann has been employed by the Union Pacific for over 30 years, including recently as Senior Vice President of Finance (April 2019 – December 2019) and Vice President of Planning & Analysis (October 2017 – March 2019), gaining significant cross-functional leadership experiences in areas such as, capital planning and analysis, debt and equity capital markets, marketing and sales, investor relations, audit, human resources, and corporate strategy. Among numerous strong leaderships characteristics and logistics expertise, Ms. Hamann brings a diversified background to the Steel Dynamics Board. Additionally, she has extensive knowledge of business and regulations within Mexico based on her participation on multiple Union Pacific Mexican joint venture boards. Ms. Hamann earned an M.B.A. in business administration and a bachelor’s degree in finance from the University of Nebraska. Ms. Hamann is currently not a member of another publicly traded company.

About Steel Dynamics, Inc.

Steel Dynamics is one of the largest domestic steel producers and metals recyclers in North America, based on estimated annual steelmaking and metals recycling capability, with facilities located throughout the United States, and in Mexico. All of Steel Dynamics’ steel production facilities utilize electric arc furnace technology. Steel Dynamics produces steel products, including hot roll, cold roll, and coated sheet steel, structural steel beams and shapes, rail, engineered special-bar-quality steel, cold finished steel, merchant bar products, specialty steel sections and steel joists and deck. In addition, the company produces liquid pig iron and processes and sells ferrous and nonferrous scrap.

Contact: Investor Relations — +1.260.969.3500