GERDAU S.A. SEC Filings

GERDAU S.A. senior manager Marcos Zilles Mattiello reported his equity holdings, including Restricted Stock Units that are convertible into 18,119 preferred shares at a conversion price of $4.0400 per share. According to the disclosure, these restricted stock units vest on March 1, 2029 and are associated with American Depositary Receipts. The filing also lists direct holdings of preferred shares, with no new purchases or sales reported.

GERDAU S.A. Chairman of the Board of Directors Johannpeter Andre Bier Gerdau reported selling 99,200 preferred shares on August 10, 2026 at $4.94 per share, leaving 247,380 preferred shares held directly. The price is stated in U.S. dollars after conversion from Brazilian reais at an exchange rate of R$5.0963 per US$1.00.

He also reports direct holdings of restricted stock units over preferred shares, covering 106,519, 116,745, and 105,670 underlying shares that vest on February 12 of 2027, 2028, and 2029, respectively. Indirectly, entities associated through a multi-level ownership structure hold 702,952,615 common shares, and an immediate family member holds 1,282 preferred shares; he disclaims beneficial ownership beyond his pecuniary interest.

GERDAU S.A. VP, CFO and IR Officer Rafael Japur Dorneles reported selling 10,000 preferred shares on August 6, 2026, at $5.10 per share (price translated from Brazilian reais using a stated Central Bank of Brazil exchange rate), leaving 86,967 preferred shares held directly. He also reports multiple Restricted Stock Unit positions over preferred shares, with exercise prices between $3.65 and $4.15 per share and expirations from 2027 to 2029, covering tens of thousands of underlying shares.

Gerdau S.A. has completed the acquisition of the entire equity stake in Dona Francisca Energética S.A. held by Companhia Paranaense de Energia, corresponding to 23.03% of DFESA's share capital, for a total value of R$150 million.

The transaction closed after satisfaction of conditions precedent, including approval by the Brazilian antitrust authority. Including the proportional consolidated cash balance of R$719,205.75, Gerdau made a total cash disbursement of R$150,719,205.75, fully paid with its own resources. The company states that this investment supports its renewable energy self-production and aligns with its decarbonization strategy and capital allocation discipline.

Gerdau S.A. and Metalúrgica Gerdau S.A. approved dividends as an anticipation of the minimum payment for the 2026 fiscal year. Metalúrgica Gerdau will pay R$ 0.11 per share, with record date August 19, 2026, ex-dividend date August 20, 2026, and payment on September 14, 2026. Gerdau S.A. will pay R$ 0.23 per common and preferred share, with the same record and ex-dividend dates and payment on September 11, 2026. Gerdau ADR holders have record and ex-dividend dates on August 21, 2026, with payment on September 18, 2026. Payments will be processed by BTG Pactual via automatic bank credit, and dividends not claimed within three years revert to the companies under Brazilian law.

Separately, the Board approved the cancellation of 163,100 common shares (GGBR3) and 6,975,000 preferred shares (GGBR4) without reducing capital. After this cancellation, capital is divided into 716,975,719 common and 1,261,042,330 preferred shares, all without par value. A shareholders’ meeting will be called to amend the bylaws to reflect the new share count, and management states that the current share buyback plan disclosed on February 23, 2026 remains in effect.

Gerdau S.A. reported solid interim results for the six months ended June 30, 2026. Net sales were 34,586,293 (in thousands of Brazilian reais), slightly below 34,901,086 a year earlier, but net income attributable to shareholders rose to 2,455,840 from 1,605,779. Basic earnings per share for both common and preferred shares increased to 1.25 from 0.79. Net cash provided by operating activities strengthened to 3,044,323 from 1,915,332, while purchases of property, plant and equipment reached 2,232,238.

The balance sheet remained large and stable, with total assets of 81,972,713, loans and financing of 9,151,996 and debentures of 4,406,093, against cash and cash equivalents of 5,155,232. Despite higher net income, negative currency translation effects limited total comprehensive income for the six-month period to 787,609, compared with a loss of 1,855,239 a year earlier. Strategically, Gerdau advanced its energy self-sufficiency by completing a 23.03% acquisition in Dona Francisca Energética S.A. at an enterprise value of R$150 million, with a second 23.03% stake pending approval; full ownership would increase self-generation by 30.4 average MW and lift renewable self-production to more than 50% of its energy consumption.

Gerdau S.A. concluded the acquisition of the entire equity stake in Dona Francisca Energética S.A. (DFESA) held by Centrais Elétricas de Santa Catarina S.A. (CELESC), corresponding to 23.03% of DFESA’s share capital. The transaction closed after the satisfaction of applicable conditions precedent, including approval by the Brazilian antitrust authority.

The acquisition was completed at an enterprise value of R$150 million, with a total cash disbursement of approximately R$154 million, including a proportional consolidated cash balance of R$3,909,192.64, fully paid with Gerdau’s own resources. The company states that this move aligns with its capital allocation discipline and supports greater competitiveness by expanding renewable energy self-production, consistent with its previously disclosed decarbonization strategy.