Gerdau acquires 23.03% stake in DFESA

Gerdau S.A. concluded the acquisition of the entire equity stake in Dona Francisca Energética S.A.

Accepted by SEC EDGAR 07/21/2026 - 06:05 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Key Figures

DFESA equity stake acquired: 23.03% Enterprise value: R$150 million Cash disbursement: approximately R$154 million +2 more

5 metrics

DFESA equity stake acquired 23.03% Portion of DFESA share capital acquired from CELESC

Enterprise value R$150 million Valuation at which the DFESA acquisition was completed

Cash disbursement approximately R$154 million Total cash paid including proportional consolidated cash balance

Proportional consolidated cash balance R$3,909,192.64 Cash balance considered in calculating total disbursement

Closing date July 20, 2026 Date on which the DFESA equity stake acquisition was concluded

Key Terms

enterprise value, conditions precedent, antitrust authority, renewable energy self-production, +1 more

5 terms

enterprise value financial

"The acquisition was completed at an enterprise value of R$150 million."

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

conditions precedent regulatory

"The transaction closed following the satisfaction of the applicable conditions precedent"

Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.

antitrust authority regulatory

"including approval by the Brazilian antitrust authority."

A government agency or regulatory body that enforces competition (antitrust) laws by investigating and stopping unfair business practices such as price-fixing, monopolistic conduct, and anti-competitive mergers. Like a referee in a game, it can block or require changes to deals, order companies to change behavior, or impose fines, and those actions can change a company’s legal risks, future profits, and the value of its shares.

renewable energy self-production technical

"through the expansion of renewable energy self-production"

decarbonization strategy technical

"in line with the Company’s previously disclosed decarbonization strategy."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition did Gerdau (GGB) complete in July 2026?

Gerdau completed the acquisition of the entire equity stake in Dona Francisca Energética S.A. (DFESA) held by CELESC, representing 23.03% of DFESA’s share capital. The deal closed after meeting all conditions precedent, including Brazilian antitrust authority approval.

How much did Gerdau (GGB) pay for the DFESA equity stake?

The DFESA acquisition was completed at an enterprise value of R$150 million. Including a proportional consolidated cash balance of R$3,909,192.64, Gerdau made a total cash disbursement of approximately R$154 million, fully paid in cash using its own available resources.

What percentage of DFESA did Gerdau (GGB) acquire from CELESC?

Gerdau acquired 23.03% of DFESA’s share capital, corresponding to the entire equity stake in DFESA that was held by Centrais Elétricas de Santa Catarina S.A. (CELESC). This stake is now fully owned by Gerdau following closing of the transaction.

How did Gerdau (GGB) finance the DFESA acquisition?

Gerdau financed the DFESA acquisition with its own available resources. The company made a total cash disbursement of approximately R$154 million, fully paid in cash, which includes the impact of DFESA’s proportional consolidated cash balance of R$3,909,192.64.

What regulatory approvals were required for Gerdau (GGB)'s DFESA deal?

Closing of the DFESA transaction occurred after satisfaction of applicable conditions precedent, including approval by the Brazilian antitrust authority. These approvals were necessary before Gerdau could conclude the acquisition of CELESC’s 23.03% equity stake in DFESA.

How does the DFESA acquisition support Gerdau (GGB)'s strategy?

Gerdau states the DFESA acquisition aligns with its capital allocation discipline and contributes to increased competitiveness in its cost structure. It supports the expansion of renewable energy self-production, consistent with the company’s previously disclosed decarbonization strategy aimed at reducing emissions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

Dated July 20, 2026

Commission File Number 1-14878

GERDAU S.A.

(Translation of Registrant’s Name into English)

Av. Dra. Ruth Cardoso, 8,501 – 8° andar

São Paulo, São Paulo - Brazil CEP 05425-070 

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x           Form 40-F  ¨

Exhibit Index

Exhibit		Description of Exhibit
99.1		Notice to the Market – Closing of the Acquisition of Equity Stake

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 20, 2026

	GERDAU S.A.
	By:	/s/ Rafael Dorneles Japur
	Name:	Rafael Dorneles Japur
	Title:	Vice-President and Investor Relations Officer

Exhibit 99.1

GERDAU S.A.

Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19
Registry (NIRE): 35300520696

NOTICE TO THE MARKET

Gerdau S.A. (B3: GGBR / NYSE: GGB) (“Company”), further to the Notice to the Market disclosed on April 16, 2026, informs its shareholders and the market in general that it has concluded, on this date, the acquisition of the entire equity stake in Dona Francisca Energética S.A. (“DFESA”), corresponding to 23.03% of its share capital, held by Centrais Elétricas de Santa Catarina S.A. (“CELESC”).

The transaction closed following the satisfaction of the applicable conditions precedent, including approval by the Brazilian antitrust authority. The acquisition was completed at an enterprise value of R$150 million. Including the proportional consolidated cash balance of R$3,909,192.64, the Company made a total cash disbursement of approximately R$154 million, fully paid in cash with its own available resources.

The acquisition is aligned with Gerdau’s capital allocation discipline, contributing to increased competitiveness in its cost structure through the expansion of renewable energy self-production, in line with the Company’s previously disclosed decarbonization strategy.

São Paulo, July 20, 2026.

Rafael Dorneles Japur

Vice-President and

Investor Relations Officer

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 4.6 KB