SEC Form 4 · accession 0002121122-26-000001
GERDAU S.A. · GGB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Preferred sharesF1 | Aug 10, 2026 | S | 99,200 | $4.94 | D | 247,380 | D | |
| Common sharesF5 | holding | — | — | — | 702,952,615 | I | Remarks | |
| Preferred shares | holding | — | — | — | 1,282 | I | Preferred shares held by an immediate family member (relationship: daughter). |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $3.83 | holding | — | — | — | Feb 12, 2027 | Feb 12, 2027 | Preferred shares | 106,519 | 106,519 | D |
| Restricted Stock UnitsF1,F3 | $3.59 | holding | — | — | — | Feb 12, 2028 | Feb 12, 2028 | Preferred shares | 116,745 | 116,745 | D |
| Restricted Stock UnitsF1,F4 | $4.09 | holding | — | — | — | Feb 12, 2029 | Feb 12, 2029 | Preferred shares | 105,670 | 105,670 | D |
Explanation of responses
- F1The price is denominated in Brazilian reais and has been translated into U.S. dollars at the August 10, 2026 selling rate of R$5.0963 per US$1.00, as reported by the Central Bank of Brazil.
- F2Restricted stock units vest on February 12, 2027.
- F3Restricted stock units vest on February 12, 2028.
- F4Restricted stock units vest on February 12, 2029.
- F5See remarks below.
Remarks
The Reporting Person has a 25% interest in Jopar Participacoes S.A. Jopar Participacoes S.A. holds a 25% equity interest in INDAC Investimentos e Participacoes S.A. INDAC owns 57% of Grupo Gerdau Empreendimentos Ltda. INDAC holds 100% of Acoter Participacoes Ltda. Acoter Participacoes Ltda. owns the remaining 43% of Grupo Gerdau Empreendimentos Ltda. Grupo Gerdau Empreendimentos Ltda. together with INDAC hold 27.58% of Gerdau Metalurgica S.A. total shares. Gerdau Metalurgica S.A. is the direct controlling shareholder of the issuer, owning 35.56% of its shares. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.