8-K
STEEL DYNAMICS INC (STLD)
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) November 14, 2022 (November 10, 2022 )
STEEL
DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
| Indiana | 0-21719 | 35-1929476 |
|---|---|---|
| (State<br> or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
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:
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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<br> Stock voting, $0.0025 par value | STLD | NASDAQ<br> 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 ¨
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. ¨
Item 8.01. Other Events
On November 10, 2022, Steel Dynamics, Inc. issued a press release titled “Steel Dynamics Announces Additional $1.5 Billion Share Repurchase Authorization and Fourth Quarter 2022 Cash Dividend.” 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
| (d) | Exhibits. |
|---|
The following exhibit is filed with this report:
| Exhibit Number | Description |
|---|---|
| 99.1 | A press release dated November 10, 2022, titled “Steel Dynamics Announces Additional $1.5 Billion Share Repurchase Authorization and Fourth Quarter 2022 Cash Dividend.” |
| --- | --- |
| 104 | Cover Page Interactive Data File – the cover page interactive<br>data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| --- | --- |
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: November 14, 2022 | By: | Theresa E. Wagler |
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
| Press Release<br><br><br><br>November 10, 2022 |
|---|
7575 W. Jefferson Blvd.
Fort Wayne, IN 46804
Steel Dynamics Announces Additional $1.5 BillionShare Repurchase Authorization and
Fourth Quarter 2022 Cash Dividend
FORT WAYNE, INDIANA, November 10, 2022 / PRNewswire / Steel Dynamics, Inc. (NASDAQ/GS: STLD) today announced that the company’s board of directors authorized an additional share repurchase program of up to $1.5 billion of the company’s common stock. The authorization is effective immediately and is additive to the previous $1.25 billion program, which had $245 million remaining authorized and available for repurchase on September 30, 2022. Since 2017, the company has repurchased $3.7 billion of its common stock, representing 33% of its outstanding shares, and has paid cash dividends of over $1.0 billion through September 30, 2022.
“These actions reflect the Board’s and senior leadership’s continued confidence in our ability to consistently generate industry-leading strong free cash flow throughout all market environments,” stated Mark D. Millett, Chairman, President and Chief Executive Officer. “We are committed to delivering shareholder value creation through profitable growth. We believe the strength of our operating model, capital structure, and liquidity profile provide us the unique ability to strategically grow, while also returning value to our shareholders.”
Under the company’s share repurchase program, purchases take place as and when determined by the company in open market or private transactions, including transactions that may be affected pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Pursuant to this program, purchases of shares of the company’s common stock, are made based upon the market price of the company’s common stock, the nature of other investment and growth opportunities, expected free cash flow, and general economic conditions. The share repurchase program does not require the company to acquire any specific number of shares and may be modified, suspended, extended or terminated by the company at any time without prior notice.
Dividends
The company’s board of directors has declared a quarterly cash dividend of $0.34 per common share. The dividend is payable to shareholders of record at the close of business on December 31, 2022 and is payable on or about January 13, 2023.
About Steel Dynamics, Inc.
Steel Dynamics is one of the largest domestic steel producers and metals recyclers in the United States, based on estimated annual steelmaking and metals recycling capability, with facilities located throughout the United States, and in Mexico. 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.
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 and North American aluminum flat rolled supply deficit, together with increased scrap prices; (3) pandemics, epidemics, widespread illness or other health issues, such as the COVID-19 pandemic; (4) the cyclical nature of the steel industry and the industries we serve; (5) volatility and major fluctuations in prices and availability of scrap metal, scrap substitutes, and our potential inability to pass higher costs on to our customers; (6)cost and availability of electricity, natural gas, oil, or other energy resources are subject to volatile market conditions; (7) increased environmental, greenhouse gas emissions and sustainability considerations or regulations; (8)compliance with and changes in environmental and remediation requirements; (9)significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (10)availability of an adequate source of supply of scrap for our metals recycling operations; (11)cybersecurity threats and risks to the security of our sensitive data and information technology; (12) the implementation of our growth strategy; (13) litigation and legal compliance; (14) unexpected equipment downtime or shutdowns; (15) governmental agencies may refuse to grant or renew some of our licenses and permits; (16) our senior unsecured credit facility contains, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; (17) the impacts of impairment charges; (18) unanticipated difficulties in integrating or starting up new assets; and (19) risks and uncertainties involving product and/or technology development.
More specifically, refer to Steel Dynamics' 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, in our quarterly reports on Form 10-Q, or in other reports which we file with the Securities and Exchange Commission. These are available publicly on the Securities and Exchange Commission website, www.sec.gov, and on the Steel Dynamics website, www.steeldynamics.com under “Investors — SEC Filings”.
Contact: Investor Relations — +1.260.969.3500