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Steel Dynamics 8-K Report, Regulation FD Disclosure (Jan 6, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed January 6, 2026
Period End
January 5, 2026
Security
STLD
In the record · 2016–202610-K1110-Q348-K207

STLD filed 11 annual reports (10-K), 34 quarterly reports (10-Q) and 207 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’18Oct ’18
  2. Material agreement8-K · Oct ’20Oct ’20
  3. Leadership change8-K · Feb ’23Feb ’23
  4. Material agreement8-K · Mar ’25Mar ’25

01—Abstract

Summary

Summary of the 8-K filed January 6, 2026. Cited figures are marked; the original filing is the authoritative source.

Steel Dynamics, Inc. (STLD) filed a Form 8-K on January 6, 2026 (signed January 5, 2026) under Item 7.01 (Regulation FD Disclosure) to furnish a press release jointly issued with SGH Ltd. The release confirms that SGH and Steel Dynamics have submitted a Non-Binding Indicative Offer (NBIO) for SGH to acquire 100%a of BlueScope Steel Ltd (ASX:BSL) by way of a scheme of arrangement.

Under the proposal, SGH would acquire BSL and then on-sell BSL's North American operations, including the North Star Flat Rolled Steel Mill and Building and Coated Products North America businesses, to Steel Dynamics. SGH would retain BSL's Australia and Rest of World operations. The proposed price is AUD$30.00b (USD$20.041) per share in cash, representing a total equity value for BSL of AUD$13.2 billion (USD$8.8 billion).

The release cites a 27%c premium to BSL's closing share price as at the NBIO submission, a 33% premium to its 3-month and 52-week volume-weighted average share prices, and an 18.6x EV/FY25A EBIT multiple. The price will be reduced by any cash dividends BSL pays after December 12, 2025. The companies state that no equity will be raised, with funding from existing cash reserves and available debt financing, and that they do not anticipate material regulatory obstacles.

The release is explicit that discussions with BSL remain incomplete and ongoing, that neither party has made a final decision to make a binding proposal, and that there is no certainty the proposal will result in a transaction. Conditions include satisfactory due diligence, a binding scheme implementation deed, and shareholder and regulatory approvals. The companies have entered a 12-month exclusivity agreement with each other.

02—Key points

Key Highlights

  1. Steel Dynamics, jointly with SGH Ltd, submitted a Non-Binding Indicative Offer to acquire 100% of BlueScope Steel Ltd (ASX:BSL) via a scheme of arrangement.
  2. Proposed cash price of AUD$30.00 (USD$20.041) per BSL share, implying total equity value of AUD$13.2 billion (USD$8.8 billion).
  3. Steel Dynamics would acquire BSL's North American operations, including the North Star Flat Rolled Steel Mill and Building and Coated Products North America businesses, following SGH's acquisition.
  4. Stated premiums include 27% to BSL's closing price at NBIO submission, and 33% to both the 3-month and 52-week VWAP; the offer is 18.6x EV/FY25A EBIT and 9.5x EV/FY25A EBITDA.
  5. Funding will come from existing cash reserves and available debt financing; the companies state no equity will need to be raised.
  6. Proposal remains non-binding; discussions with BSL are incomplete and there is no certainty of a transaction.
  7. The two companies have entered a 12-month exclusivity agreement with each other, and both have appointed financial and legal advisors.

03—Questions

Frequently Asked Questions

  1. What is being proposed in this filing?

    SGH Ltd and Steel Dynamics have submitted a Non-Binding Indicative Offer for SGH to acquire all of BlueScope Steel Ltd by scheme of arrangement. After completion, SGH would sell BSL's North American operations to Steel Dynamics and keep the Australia and Rest of World businesses.

  2. What price is offered to BlueScope shareholders?

    The proposal is AUD$30.00 (USD$20.041) per share in wholly cash consideration, valuing BSL's total equity at AUD$13.2 billion (USD$8.8 billion). The price will be reduced by any cash dividends BSL pays after December 12, 2025.

  3. How will the transaction be funded?

    According to the release, SGH and Steel Dynamics will use existing cash reserves and available debt financing to fund their respective portions. No equity is expected to be raised.

  4. Is the transaction certain to occur?

    No. The release states that discussions with BSL are incomplete and ongoing, neither party has made a final decision to make a binding proposal, and there is no certainty the proposal will result in a transaction. It is subject to due diligence, a binding scheme implementation deed, and shareholder and regulatory approvals.

  5. What does this mean for Steel Dynamics?

    Steel Dynamics would acquire BSL's North American businesses, including the North Star Flat Rolled Steel Mill and Building and Coated Products North America operations. Its CEO said these assets would be highly complementary to its existing operations and further expand its domestic capabilities.

04—Continue

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