Steel Dynamics Inc美股招股说明书(2025-11-19版)

$650,000,000 4.000% Notes due 2028$150,000,000 5.250% Notes due 2035 The 4.000% notes will mature on December 15, 2028 (the “2028 Notes”) and the 5.250% notes will mature on May15, 2035 (the“Additional 2035 Notes” and, together with the 2028 Notes, the “Notes”). We will pay interest on the 2028 Notes semi-annually in arrears onJune15 and December 15 of each year, commencing June15, 2026. We will pay interest on the Additional 2035 Notes semi-annually inarrears on May15 and November15 of each year, commencing May15, 2026. We may, at our option, redeem either series of the Notes, in whole or in part, at any time or from time to time, at the applicableredemption prices set forth under “Description of Notes — Optional Redemption.” The Notes will be our senior unsecured obligations and will rank equally with our existing and future unsecured senior indebtedness.Each series of the Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Additional 2035 Notes offered by this prospectus supplement will form a part of the series of our 5.250% Notes due 2035 (the“Existing 2035 Notes”) and have the same terms, other than their date of issue and initial price to the public, as the $600,000,000 aggregateprincipal amount of the Existing 2035 Notes issued by us on March12, 2025, pursuant to a prospectus supplement dated March10, 2025. TheAdditional 2035 Notes offered by this prospectus supplement will have the same CUSIP number as the Existing 2035 Notes and will tradeinterchangeably with the Existing 2035 Notes immediately upon settlement. The Additional 2035 Notes offered by this prospectus supplementand the Existing 2035 Notes will constitute a single series under the indenture for all purposes, including, without limitation, voting purposes.Upon consummation of this offering, the outstanding aggregate principal amount of the 5.250% Notes due 2035, including the Additional 2035Notes offered by this prospectus supplement, will be $750,000,000. The 2028 Notes will constitute a new issue of securities with no established trading market. We do not intend to apply for the listing ofeither series of the Notes on any securities exchange or for quotation of such Notes on any automated dealer quotation system. Investing in the Notes involves risks. Prospective investors should carefully consider the specific factors set forth under “Risk Factors”beginning on pageS-8of this prospectus supplement, as well as the risk factors disclosed in the documents incorporated by reference beforedeciding to invest in the Notes. (1)In the case of the 2028 Notes, plus accrued interest, if any, from November 21, 2025, if settlement occurs after that date. In the case ofthe Additional 2035 Notes, plus accrued interest from November15, 2025, to the date of settlement, which must be paid by thepurchasers of the Additional 2035 Notes offered by this prospectus supplement. In the case of the Additional 2035 Notes, the totalamount of accrued interest on November 21, 2025 will be $131,250. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for theaccounts of its participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about November 21, 2025, againstpayment therefor in immediately available funds. Joint Book-Running Managers J.P. MorganMorgan StanleyGoldman Sachs & Co. LLC Wells Fargo SecuritiesPNC Capital Markets LLC BMO Capital Markets Truist Securities US Bancorp The date of this prospectus supplement is November 18, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vSUMMARYS-1RISK FACTORSS-8USE OF PROCEEDSS-12CAPITALIZATIONS-13DESCRIPTION OF NOTESS-14MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-27UNDERWRITINGS-34LEGAL MATTERSS-41EXPERTSS-41WHERE YOU CAN FIND MORE INFORMATIONS-41INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-41 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiTHE COMPANY1RISK FACTORS2USE OF PROCEEDS2DESCRIPTION OF OUR DEBT SECURITIES3PLAN OF DISTRIBUTION13LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE16 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of this offering, the Notes and matters relating to us and our financial performance and condition. Thesecond part, the accompanying prospectus, dated December7, 2022, gives more general information, someof which does not apply to this of