Gerdau SA

05/26/2026 | Press release | Distributed by Public on 05/26/2026 14:32

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Japur Rafael Dorneles
2. Issuer Name and Ticker or Trading Symbol
GERDAU S.A. [GGB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
VP, CFO and IR Officer
(Last) (First) (Middle)
AVENUE DOUTORA RUTH DE CARDOSO, 8501, 8TH FLOOR, PINHEIROS
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
(Street)
SAO PAULO 05425-070
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Preferred shares 05/22/2026 S 5,000 D $4.75(1) 96,967 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $3.89(1) 02/12/2027 02/12/2027 Preferred shares 8,923 8,923 D
Restricted Stock Units $3.89(1) 02/22/2027 02/22/2027 Preferred shares 46,634 46,634 D
Restricted Stock Units $3.80(1) 08/01/2027 08/01/2027 Preferred shares 38,047 38,047 D
Restricted Stock Units $3.65(1) 02/12/2028 02/12/2028 Preferred shares 15,830 15,830 D
Restricted Stock Units $4.15(1) 02/12/2029 02/12/2029 Preferred shares 29,933 29,933 D
Restricted Stock Units $4.15(1) 02/25/2029 02/25/2029 Preferred shares 81,108 81,108 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Japur Rafael Dorneles
AVENUE DOUTORA RUTH DE CARDOSO, 8501
8TH FLOOR, PINHEIROS
SAO PAULO 05425-070
VP, CFO and IR Officer

Signatures

/s/ Rafael Dorneles Japur 05/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The price is denominated in Brazilian reais and has been translated into U.S. dollars at the May 22 2026 selling rate of R$5.0140per US$1.00, as reported by the Central Bank of Brazil.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Gerdau SA published this content on May 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 26, 2026 at 20:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]