01—Abstract
Summary
Summary of the 8-K filed February 17, 2026. Cited figures are marked; the original filing is the authoritative source.
Steel Dynamics, Inc. (NASDAQ/GS: STLD) furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to attach a joint press release issued with SGH Ltd on February 17, 2026.
The release confirms that SGH and Steel Dynamics have submitted a revised Non-Binding Indicative Offer (NBIO) to acquire 100% of BlueScope Steel Ltd (ASX: BSL) at A$32.35a per share, described as their best and final offer in the absence of a superior competing proposal for all or a material part of BSL. The offer values BSL's total equity at A$15 billion (US$11 billion), to be paid entirely in cash. The filing notes that the price is equivalent to A$34.00 before deductions of A$1.65 per share, consisting of a A$1.00 unfranked special dividend and a A$0.65 unfranked interim dividend.
The release cites premiums of 47% to BSL's adjusted closing price at the initial proposal, 14% above the adjusted initial proposal price of A$28.35b, 56% to the 52-week VWAP, and 32% to the 15-year high share price. If the deal proceeds, SGH would on-sell BSL's North American operations to Steel Dynamics after closing, while SGH would keep the remaining Australia and Rest of World operations. The filing is explicit that discussions with BSL remain incomplete and ongoing, that no final decision to make a binding proposal has been made, and that there is no certainty the NBIO will result in a transaction.
Completion is subject to customary conditions, including satisfactory due diligence, a binding scheme implementation deed, and shareholder and regulatory approvals. The companies state they do not believe there are material obstacles to regulatory approval.
02—Key points
Key Highlights
- Revised NBIO at A$32.35 per share (A$34.00 before A$1.65 in dividends) to acquire 100% of BlueScope Steel Ltd, described as a best and final offer.
- Total equity value for BSL of A$15 billion (US$11 billion), to be paid entirely in cash.
- Premiums cited: 47% to adjusted closing price at initial proposal, 14% increase to adjusted initial proposal price of A$28.35, 56% to 52-week VWAP, and 32% to 15-year high.
- Post-closing structure: SGH would on-sell BSL's North American operations to Steel Dynamics; SGH retains Australia and Rest of World operations.
- Transaction remains non-binding; discussions with BSL are incomplete and no final decision on a binding proposal has been made.
- Conditions include satisfactory due diligence, a binding scheme implementation deed, and relevant shareholder and regulatory approvals.
- Steel Dynamics furnished the release under Item 7.01, so it is not deemed filed for Exchange Act Section 18 purposes.
03—Questions
Frequently Asked Questions
How much is Steel Dynamics offering for BlueScope Steel?
The revised NBIO, made jointly with SGH Ltd, is A$32.35 per BSL share, after deducting A$1.65 per share in dividends from an A$34.00 pre-adjustment price. The total equity value is stated as A$15 billion (US$11 billion), all in cash.
Is this offer binding?
No. The filing states that the offer is a non-binding indicative offer, that discussions with BlueScope remain incomplete and ongoing, and that there is no certainty it will result in a transaction. A binding scheme implementation deed still needs to be agreed.
What role would Steel Dynamics play if the deal closes?
The filing says that after closing, SGH would on-sell BlueScope's North American operations to Steel Dynamics. SGH would keep the remaining Australia and Rest of World operations.
What approvals and conditions remain?
The proposal is subject to customary conditions, including completion of satisfactory due diligence, agreement of a binding scheme implementation deed, and receipt of relevant shareholder and regulatory approvals. The companies say they do not believe there are material obstacles to regulatory approval.
How does the offer compare to BlueScope's recent trading?
The release cites a 47% premium to BSL's adjusted closing price at the initial proposal, a 56% premium to the 52-week VWAP, and a 32% premium to the 15-year high share price, all adjusted for the A$1.65 in dividends.
04—Continue