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STEEL DYNAMICS INC (STLD)

CIK: 0001022671. SIC: 3312 Steel Works, Blast Furnaces & Rolling Mills (Coke Ovens). Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Manufacturing > SIC Major Group 33 > SIC 3312 Steel Works, Blast Furnaces & Rolling Mills (Coke Ovens)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1022671. Latest filing source: 0001104659-26-021395.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue18,176,581,000USD20252026-02-27
Net income1,185,595,000USD20252026-02-27
Assets16,419,780,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001022671.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric20072008200920102016201720182019202020212022202320242025
Revenue7,607,180,0009,364,213,00011,801,609,00010,451,132,0009,587,691,00018,408,850,00022,260,774,00018,795,316,00017,540,390,00018,176,581,000
Net income394,566,000463,386,000-8,184,000140,709,0003,214,066,0003,862,674,0002,450,882,0001,537,134,0001,185,595,000
Operating income727,966,0001,066,881,0001,722,409,000986,880,000847,142,0004,301,105,0005,091,822,0003,151,181,0001,943,037,0001,475,986,000
Gross profit1,334,864,0001,582,014,0002,322,814,0001,530,984,0001,434,728,0005,362,424,0006,117,831,0004,045,883,0002,802,586,0002,392,183,000
Diluted EPS1.563.365.353.042.5915.5620.9214.649.847.99
Assets6,423,732,0006,855,732,0007,703,563,0008,275,765,0009,265,562,00012,531,234,00014,159,984,00014,908,420,00014,935,233,00016,419,780,000
Liabilities3,535,033,0003,549,424,0003,816,334,0004,210,910,0004,917,336,0006,211,063,0006,064,179,0006,068,893,0005,989,987,0007,489,369,000
Stockholders' equity2,927,020,0003,351,574,0003,935,071,0004,075,834,0004,345,164,0006,304,641,0008,130,357,0008,866,666,0008,934,287,0008,957,182,000
Cash and cash equivalents841,483,0001,028,649,000828,220,0001,381,460,0001,368,618,0001,243,868,0001,628,417,0001,400,887,000589,464,000769,878,000
Net margin17.46%17.35%13.04%8.76%6.52%
Operating margin9.57%11.39%14.59%9.44%8.84%23.36%22.87%16.77%11.08%8.12%

Financial Charts

Macro Cross-References

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

ITEM 7.        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) the cyclical nature of the metals industries and the industries we serve; (4) 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; (5) cost and availability of electricity, natural gas, oil, and other energy resources are subject to volatile market conditions; (6) increased environmental, greenhouse gas emissions and sustainability considerations from our customers and investors or related regulations; (7) compliance with and changes in environmental and remediation requirements; (8) significant price and other forms of competition from other steel and aluminum producers, scrap processors and alternative materials; (9) availability of an adequate source of supply of scrap for our metals recycling operations; (10) cybersecurity threats and risks to the security of our sensitive data and information technology; (11) the implementation of our growth strategy; (12) our ability to retain, develop and attract key personnel; (13) litigation and legal compliance; (14) 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; (18) our existing debt agreements contain, and any future financing agreements may contain, restrictive covenants that may limit our flexibility; and (19) 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 the sections titled Special Note Regarding Forward-Looking Statements at the beginning of Part I of this Report and Item 1A. Risk Factors, as well as in other subsequent reports we 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.”

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.

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.

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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.

2025 Overview

During 2025 we achieved record steel shipments of 13.7 million tons. Underlying domestic steel demand was stable during 2025, as imports declined from the elevated levels experienced during the first half of the year and as the Sinton Flat Roll Division’s year-over-year operating performance improved. Our metals recycling operations segment achieved notable improvement in operating income in 2025 compared to 2024 on higher ferrous metals volumes and higher ferrous and nonferrous pricing. Our steel fabrication operations experienced historically strong, yet moderating product pricing compared to 2024, with stabilization in selling values realized in the fourth quarter of 2025. Finally, our aluminum operations segment achieved successful production and qualifications of industrial, beverage can, and automotive quality flat rolled aluminum products, with shipments commencing in the late second half of 2025.

Consolidated net sales were $18.2 billion during 2025, with cash flow from operations of $1.4 billion. Metal spread compression in our steel and, particularly, steel fabrication segments resulted in lower operating income in 2025 compared to 2024. Consolidated operating income for 2025 decreased $467.1 million, or 24%, to $1.5 billion, compared to $1.9 billion in 2024. Net income attributable to Steel Dynamics, Inc. for 2025 decreased $351.5 million, or 23%, to $1.2 billion, compared to 2024. Diluted earnings per share attributable to Steel Dynamics, Inc. was $7.99 for 2025, compared to $9.84 for 2024.

Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, for additional information regarding results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, and segment operating results for 2024 as compared to 2023.

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Segment Operating Results (dollars in thousands)

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Years Ended December 31,

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​

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2025

​

% Change

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2024

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​

​

​

​

​

​

​

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Net sales

​

​

​

​

​

​

​

​

​

Steel Operations

$

13,412,773

​

7%

​

$

12,527,066

​

​

Metals Recycling Operations

​

4,346,074

​

5%

​

​

4,136,913

​

​

Steel Fabrication Operations

​

1,418,665

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(20)%

​

​

1,771,795

​

​

Aluminum Operations

​

473,881

​

49%

​

​

318,689

​

​

Other

​

1,335,454

​

(8)%

​

​

1,451,723

​

​

​

​

20,986,847

​

​

​

​

20,206,186

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​

Inter-segment

​

(2,810,266)

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​

​

​

(2,665,796)

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​

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$

18,176,581

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4%

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$

17,540,390

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​

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Operating income (loss)

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​

​

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​

​

​

​

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Steel Operations

$

1,427,544

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(10)%

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$

1,582,374

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​

Metals Recycling Operations

​

97,176

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27%

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​

76,807

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​

Steel Fabrication Operations

​

407,425

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(39)%

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​

666,984

​

​

Aluminum Operations

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(172,970)

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(139)%

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​

(72,331)

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​

Other

​

(281,851)

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11%

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​

(317,408)

​

​

​

​

1,477,324

​

​

​

​

1,936,426

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Inter-segment

​

(1,338)

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​

​

​

6,611

​

​

​

$

1,475,986

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(24)%

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$

1,943,037

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​

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Steel Operations Segment

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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, Roanoke Bar Division, and Steel of West Virginia; steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply, New Process Steel, L.P. (acquired December 1, 2025), and Vulcan Threaded Products, Inc.; warehouse operations in Mexico; and a 75% controlling equity interest in SDI Biocarbon Solutions, LLC. Steel operations accounted for 72% and 69% of our consolidated net sales during 2025 and 2024, respectively. See Item 1. Business for further information on Steel Operations segment operations.

Steel Operations Segment Shipments (tons):

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Years Ended December 31,

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2025

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% Change

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2024

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Total shipments

13,748,801

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9%

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12,660,487

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Intra-segment shipments

(1,429,299)

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​

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(1,306,364)

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​

Steel Operations Segment shipments

12,319,502

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9%

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11,354,123

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​

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External shipments

11,960,582

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9%

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10,929,453

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Steel Operations Segment Results 2025 vs. 2024

During 2025, our steel operations achieved record annual shipments of 13.7 million tons (12.3 million excluding intra-segment), 9% higher than 2024 shipments, primarily due to significant sales volume increases at our Sinton and Heartland facilities as the four new value-added lines operated for a full year in 2025. Customer order activity and steel demand were strong during 2025, particularly as imports declined in the latter half of the year. Demand was supported by manufacturing onshoring, infrastructure program funding, lower interest rates, and the increasing regionalization of supply chains in the US. Despite these favorable market demand conditions, in the face of trade policy uncertainty, average selling prices were modestly lower during 2025 compared to 2024. Steel segment average selling prices decreased 1%, or $14 per ton, compared to 2024. Net sales for the steel operations segment were 7% higher in 2025 when compared to 2024, due to a 9% increase in segment shipments.

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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 consumed in our steel mills was unchanged on a per net ton basis in 2025 compared to 2024, consistent with overall steady domestic scrap pricing noted below in the metals recycling operations segment discussion.

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As a result of average selling prices decreasing 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) decreased 2% in 2025 compared to 2024. Due to metal spread compression, operating income for the steel operations decreased 10% to $1.4 billion in 2025 compared to 2024.

Metals Recycling Operations Segment

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Metals recycling operations include our Omni ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services 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 2025 and 2024, 65% and 62%, respectively, of metals recycling operations ferrous scrap was sold to our own steel mills, as our steel mill utilization increased to 86% in 2025 compared to 81% 2024, with production levels at our Sinton facility increasing during 2025. Metals recycling operations accounted for 11% of our consolidated net sales during 2025 and 2024.

Metals Recycling Operations Segment Shipments:

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Years Ended December 31,

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2025

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% Change

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2024

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Ferrous metal (gross tons)

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Total

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6,160,797

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5%

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5,850,544

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Inter-segment

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(4,013,035)

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(3,656,034)

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External shipments

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2,147,762

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(2)%

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2,194,510

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Nonferrous metal (thousands of pounds)

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Total

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916,502

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(5)%

​

965,491

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Inter-segment

​

(178,716)

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(171,915)

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External shipments

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737,786

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(7)%

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793,576

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Metals Recycling Operations Segment Results 2025 vs. 2024

During 2025, our metals recycling operations continued to benefit from solid domestic steel industry demand, resulting in increased ferrous scrap shipments compared to 2024. Net sales for our metals recycling operations in 2025 increased 5% compared to 2024, driven by increased ferrous volumes and increased selling prices for both ferrous and nonferrous metals. Ferrous and nonferrous scrap average selling prices increased 2% and 7%, respectively, during 2025 compared to 2024. Ferrous shipments increased 5% and nonferrous shipments decreased 5% in 2025 compared to 2024.

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Ferrous metal spreads (which we define as the difference between average selling prices and the cost of purchased scrap) were flat, while nonferrous metal spreads, primarily aluminum, increased 24% in 2025 compared to 2024, with aluminum prices rising in the fourth quarter of 2025. As a result of these volume and metal spread changes, metals recycling operations operating income in 2025 of $97.2 million increased 27% from 2024.

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Steel Fabrication Operations Segment

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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 steel joists, joist girders, and steel deck systems used within the non-residential construction industry. Steel fabrication operations accounted for 8% and 10% of our consolidated net sales during 2025 and 2024, respectively.

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Steel Fabrication Operations Segment Results 2025 vs. 2024

Net sales for the steel fabrication operations decreased 20% during 2025 compared to 2024, as average selling prices decreased 13% and volumes decreased 8% compared to 2024. Order activity remained strong during 2025, with our order backlog maintaining solid levels and extending through the first half of 2026, supported by stable and historically strong pricing. Demand was largely driven by the commercial, data center, manufacturing, warehouse, and healthcare sectors.

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 of steel consumed decreased 7% in 2025, as compared to 2024. Lower selling prices per ton offset decreased steel input costs per ton,

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resulting in contraction of metal spread (which we define as the difference between average selling prices and the cost of purchased steel) by 17% in 2025 compared to 2024. Metal spread compression coupled with decreased volume resulted in operating income decreasing 39% to $407.4 million in 2025, compared to $667.0 million in 2024.

Aluminum Operations Segment

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Our aluminum operations consist of a 650,000-metric-ton recycled aluminum flat rolled products mill in Columbus, Mississippi; two 150,000-metric-ton satellite recycled aluminum slab centers, one in Central Mexico and one under construction in the Southwest U.S.; and an ancillary recycled aluminum deox-rod facility. The recycled aluminum flat roll products mill produces flat rolled aluminum products from aluminum scrap and is a complementary extension of the company’s metals recycling platform. Our product offerings will be supported by various value-added finishing lines that are still under construction, including two CASH (Continuous Annealing Solutions Heat Treating) lines, a can end and tab coating line, and downstream processing and packaging lines. Aluminum operations accounted for 2% and 1% of our consolidated net sales during 2025 and 2024, respectively.

Aluminum Operations Segment Results 2025 vs. 2024

During 2025, the results of this segment largely consisted of sales from the ancillary recycled aluminum deox-rod facility, as well as construction, start-up, and commissioning costs associated with the recycled aluminum flat roll products mill and satellite recycled aluminum slab centers. The flat rolled products mill shipped 15,000 metric tons of finished product during the second half of 2025. In 2025, aluminum operations sales, including those of our ancillary recycled aluminum deox-rod facility, totaled $473.9 million, an increase of 49%, compared to $318.7 million in 2024 primarily due to the volumes from the aluminum flat rolled products mill beginning in the second half of 2025.

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Consolidated Results

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Consolidated Results 2025 vs. 2024

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $765.3 million during 2025 increased 15% from $664.1 million during 2024 primarily due to an increase in payroll and benefits expense primarily related to construction, start-up, and commissioning costs associated with the recycled aluminum flat rolled products mill and satellite recycled aluminum slab centers during 2025. Selling, general and administrative expenses represented 4.2% and 3.8% of net sales during 2025 and 2024, respectively.

Profit sharing expense during 2025 of $123.0 million decreased 25% from $164.9 million during 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 11% in 2025 compared to 2024. Profit sharing expense for eligible employees is 8% of consolidated pretax income excluding noncontrolling interests and other items. Refer to Note 10. Retirement Plans to the consolidated financial statements elsewhere in this report for further information.

Interest Expense, net of Capitalized Interest. During 2025, interest expense of $70.0 million increased 24% from $56.3 million during 2024. This increase is primarily a result of higher outstanding long-term debt balances during 2025 compared to 2024 due to our issuance of senior unsecured notes in March and November 2025.

Other (Income) Expense, net.  Net other income was $87.0 million in 2025, compared to $96.2 million in 2024, a decrease of $9.2 million due primarily to the impact of decreased interest income due to declining rates of return and lower invested cash balances in 2025 compared to 2024.

Income Tax Expense. Income tax expense of $305.7 million, at an effective income tax rate of 20.5%, during 2025 decreased 29% compared to $432.9 million, at an effective income tax rate of 21.8%, during 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 2025 and future effective tax rates, tax liabilities, and cash taxes. Refer to Note 4. Income Taxes to the consolidated financial statements elsewhere in this report for additional information.

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Included in the balance of unrecognized tax benefits at December 31, 2025, are potential benefits of $27.2 million that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to our tax contingencies on a net-of-tax basis in income tax expense. During the year ended December 31, 2025, we recognized income from the decrease of interest expense and penalties of $340,000, net of tax. In addition to the unrecognized tax benefits noted above, we had $3.7 million accrued for the payment of interest and penalties at December 31, 2025.

We file income tax returns in the U.S. federal jurisdiction as well as income tax returns in various state jurisdictions. The tax years 2022 through 2025 remain open to examination by the Internal Revenue Service and various state and local jurisdictions. At this time, we do not believe there will be any significant examination adjustments that would result in a material change to our financial position, results of operations or cash flows.

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. 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 December 31, 2025, is as follows (in thousands):

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Cash and equivalents

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$

769,878

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​

​

​

​

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Short-term and other investments

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​

255,731

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​

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Unsecured revolver availability

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​

1,190,820

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​

​

​

​

​

Total liquidity

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$

2,216,429

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​

​

​

Our total outstanding debt of $4.2 billion increased $980.2 million compared to December 31, 2024, due to our issuance of $600.0 million of 5.250% notes due 2035 and $400.0 million of 5.750% notes due 2055 in March 2025 and $650.0 million of 4.000% notes due 2028 and an additional $150.0 million of 5.250% notes due 2035 in November 2025 as described in Note 3, the proceeds of which were used to redeem our $400.0 million of 2.400% notes due June 2025 and our $400.0 million of 5.000% notes due December 2026, and other general corporate purposes. 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 32.1% and 26.5% at December 31, 2025, and December 31, 2024, 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 December 31, 2025, we had $1.2 billion of availability on the Revolver, $9.2 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 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 December 31, 2025, our interest coverage ratio and debt to capitalization ratio were 13.33:1.00 and 0.32:1.00, respectively. We were in compliance with these covenants at December 31, 2025, and we anticipate we will continue to be in compliance during the next twelve months.

Working Capital (representing excess of current assets over current liabilities). We generated cash flow from operations of $1.4 billion in 2025 compared to $1.8 billion in 2024. Working capital increased $1.1 billion, or 33%,

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during 2025 to $4.4 billion at December 31, 2025, due to a $265.5 million increase in accounts receivable, as well as a $624.8 million dollar increase in inventories, primarily within our aluminum operations segment as our recycled aluminum flat rolled products mill began commissioning and operations in the second half of 2025.

Capital Investments. During 2025, we invested $948.0 million in property, plant and equipment, primarily within our aluminum operations and steel operations segments, compared with $1.9 billion invested during 2024. Our liquidity of $2.2 billion and anticipated future operating cash flow generation is sufficient to provide for our planned 2026 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 $294.1 million during 2025, compared to $284.1 million during 2024. We paid cash dividends of $291.2 million and $282.6 million during 2025 and 2024, respectively. Our board of directors 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 provided by executive management, 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 $900.9 million and $1.2 billion of share repurchases during 2025 and 2024, respectively. As of December 31, 2025, we had $801.0 million remaining available to purchase under the February 2025 share repurchase program. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information.

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.

Contractual Obligations and Other Long-Term Liabilities

We have the following minimum commitments under contractual obligations, including purchase obligations, as defined by the Securities and Exchange Commission. A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding and that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

Long-term debt and estimated interest. Refer to Note 3. Long-Term Debt to the consolidated financial statements elsewhere in this report for our long-term debt maturities. Estimated interest payments on our senior unsecured notes were determined based on their outstanding balances through maturity at their contractual interest rates, as detailed in Note 3. Estimated interest payments also include a 0.175% commitment fee on our available Revolver, and an average interest rate of 5.44% on our other debt of $36.6 million. Our estimated interest payments are $180.5 million, $177.4 million, $168.5 million, $144.6 million, and $129.9 million, for the years 2026 through 2030, respectively, and $1.1 billion thereafter.

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Purchase obligations. We have commitments for the purchase of commodities such as electricity, water, natural gas and its transportation services, fuel, air products, zinc, and electrodes. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for this information.

Construction commitments. We have firm contracts with various vendors for the completion of certain construction projects at our various divisions at December 31, 2025. Refer to Note 8. Commitments and Contingencies to the consolidated financial statements elsewhere in this report for this information.

Lease commitments. We have entered into operating leases relating principally to transportation and other equipment, and some real estate. Refer to Note 11. Leases to the consolidated financial statements elsewhere in this report for this information.

Unrecognized tax benefits. We expect to make cash outlays in the future related to our unrecognized tax benefits; however, due to the uncertainty of the timing, we are unable to make reasonably reliable estimates regarding the period of cash settlement with the respective taxing authorities. Refer to Note 4. Income Taxes to the consolidated financial statements elsewhere in this report for this information.

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Other Matters

Environmental and Other Contingencies

We have incurred, and in the future will continue to incur, capital expenditures and operating expenses for matters relating to environmental control, remediation, monitoring, and compliance. During 2025, we incurred costs related to the monitoring and compliance of environmental matters in the amount of approximately $60.4 million and capital expenditures related to environmental compliance of approximately $10.0 million. Of the costs incurred during 2025 for monitoring and compliance, approximately 72% were related to the normal transportation and disposal of certain types of by-products produced in our steelmaking processes and other facilities in accordance with legal requirements. We incurred combined environmental remediation costs of approximately $9.3 million at all of our facilities during 2025. We have an accrual of $4.4 million recorded for environmental remediation related to our metals recycling operations, $2.6 million related to our idled Minnesota ironmaking operations, and $566,000 related to our steel operations. We believe, apart from our dependence on environmental construction and operating permits for our existing and any future manufacturing facilities, that compliance with current environmental laws and regulations is not likely to have a materially adverse effect on our financial condition, results of operations, or liquidity. However, environmental laws and regulations evolve and change, and we may become subject to more stringent environmental laws and regulations in the future, such as the impact of various governmental legislatures and agencies introducing regulatory changes in response to the potential of climate change.

Critical Accounting Estimates

Management’s Discussion and Analysis of Our Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. We review the accounting estimates we use in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. We evaluate the appropriateness of these estimations and judgments on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

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Impairments of Long-Lived Tangible and Definite-Lived Intangible Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be fully recoverable. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. We consider various factors and determine whether an impairment test is necessary, including by way of examples, a significant and prolonged deterioration in operating results and/or projected cash flows, significant changes in the extent or manner in which an asset is used, technological advances with respect to assets which would potentially render them obsolete, our strategy and capital planning, and the economic environment in markets to be served. When determining future cash flows, and, if necessary, fair value, we must make judgments as to the expected utilization of assets and estimated future cash flows related to those assets. We consider historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies, and all other available information at the time the estimates are made. Those estimates and judgments may or may not ultimately prove accurate. There were no material indicators of impairment or impairment charges recorded during 2025, 2024, or 2023.

Goodwill.

Our goodwill, relating to various business combinations, consisted of the following at December 31, 2025 and 2024 (in thousands):

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​

​

​

​

​

​

​

​

​

​

​

​

​

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Steel Operations Segment

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$

272,133

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​

​

Aluminum Operations Segment

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14,000

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Metals Recycling Operations Segment

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189,413

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​

​

Steel Fabrication Operations Segment

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1,925

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​

​

​

​

$

477,471

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At least once annually (as of October 1), or when indicators of impairment exist, we perform a goodwill impairment analysis. Goodwill is allocated to various reporting units, which are generally one level below the company’s operating segments. If the fair value exceeds the carrying value of the reporting unit, there is no impairment. If the carrying amount exceeds the fair value, we recognize an impairment loss in the amount by which the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. We have the option to consider qualitative factors to assess if it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If we elect to bypass the qualitative assessment or if indications of a potential impairment exist, we perform a quantitative test.

When conducting a qualitative assessment, we consider the impact of several factors on the company overall and each reporting unit individually including the timing and results of prior quantitative tests performed, changes in the carrying amount of the reporting unit, macroeconomic conditions (including changes in interest and discount rates), industry and market conditions, recent and projected financial performance, the company’s competitive position and other factors. Significant judgment is involved in evaluating the totality of all factors to determine whether it is more likely than not that the fair value of the reporting unit exceeds its carrying value.

When conducting a quantitative test, the fair value of the reporting unit is determined by using an estimate of future cash flows utilizing a risk-adjusted discount rate to calculate the net present value of future cash flows (income approach), and for some years by using a market approach based upon an analysis of valuation metrics of comparable peer companies, using Level 3 fair value inputs as provided for under ASC 820. Key assumptions used to determine the estimated fair value of each reporting unit under the discounted cash flows method (income approach) include: (a) expected cash flows for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (c) a risk-adjusted discount rate based on management’s best estimate of market participants’ after-tax weighted average cost of capital and market risk premiums. Key assumptions used to determine the estimated fair value of each reporting unit under the market approach include the expected revenues and cash flows in the next year. We consider historical and anticipated future results, general

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economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of reporting units are estimated. Those estimates and judgments may or may not ultimately prove accurate.

Goodwill acquired in past transactions is naturally more susceptible to impairment, primarily due to the fact that they are recorded at fair value based on operating plans and economic conditions at the time of acquisition. Consequently, if operating results and/or economic conditions deteriorate after an acquisition, it could result in the impairment of the acquired asset. A deterioration of economic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical marketplace participant would use. As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed. Therefore, we may recognize an impairment in spite of realizing actual cash flows that are approximately equal to or greater than our previously forecasted amounts. Accordingly, our qualitative assessments consider changes in interest rates and our quantitative tests include discount rate scenario analysis to evaluate the impact on estimated reporting unit fair values.

Our fourth quarter 2025, 2024, and 2023 annual goodwill impairment analyses did not result in any impairment charges. During 2025 and 2024, we performed a qualitative assessment and performed a quantitative test in 2023. Management does not believe that it is reasonably likely that our reporting units will fail the goodwill impairment test in the near term, given the results of our most recent qualitative assessment and the determined fair value of the reporting units with goodwill from our most recent quantitative test exceeded their carrying value by more than an insignificant amount. Changes in judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of our reporting units in the future and could result in an impairment of goodwill.

Income Taxes. We are required to estimate our income taxes as a part of the process of preparing our consolidated financial statements. This requires us to estimate our actual current tax exposure together with assessing temporary differences resulting from differing treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. We also establish reserves to reduce some or all of the tax benefit of any of our tax positions at the time we determine that the positions become uncertain. We adjust these reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit. A number of years may elapse before a particular matter for which we have established a reserve is audited by a taxing authority and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. A tax benefit that has been previously reserved because of a failure to meet the "more likely than not" recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears. Settlement of any particular issue would usually require the use of cash.

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