Gerdau (NYSE: GGB) sets 2026 dividend and cancels part of share capital

Rhea-AI Filing Summary

Gerdau S.A. filed a Form 6-K outlining an interim dividend and a modest share cancellation. The boards of Gerdau S.A. and Metalúrgica Gerdau S.A. approved dividend payments as an anticipation of the minimum payment for fiscal year 2026.

Gerdau S.A. will pay dividends of R$ 0.18 per common and preferred share, with a record date of May 13, 2026, ex-dividend date of May 14, 2026, and payment on June 9, 2026. The ADR program will receive the same R$ 0.18 per ADR, with record and ex-dividend dates on May 15, 2026 and payment on June 16, 2026. Metalúrgica Gerdau S.A. will pay R$ 0.08 per share, with similar May record and ex-dividend dates and payment on June 10, 2026.

The board also approved the cancellation of 225,000 common shares and 7,380,000 preferred shares without reducing capital. After this change, the capital is divided into 717,138,819 common shares and 1,268,017,330 preferred shares, and the existing share buyback plan remains in effect.

Key Figures

Gerdau dividend per share: R$ 0.18 per share Metalúrgica Gerdau dividend: R$ 0.08 per share Gerdau ADR dividend: R$ 0.18 per ADR +5 more

8 metrics

Gerdau dividend per share R$ 0.18 per share Common and preferred dividends for fiscal year 2026

Metalúrgica Gerdau dividend R$ 0.08 per share Common and preferred dividends for fiscal year 2026

Gerdau ADR dividend R$ 0.18 per ADR Record and ex-dividend dates May 15, 2026; payment June 16, 2026

Cancelled common shares 225,000 shares GGBR3 common shares cancelled with no capital reduction

Cancelled preferred shares 7,380,000 shares GGBR4 preferred shares cancelled with no capital reduction

Post-cancellation common shares 717,138,819 shares Common shares outstanding after April 27, 2026 cancellation

Post-cancellation preferred shares 1,268,017,330 shares Preferred shares outstanding after April 27, 2026 cancellation

Dividend prescription period 3 years Unclaimed dividends revert to the companies under Brazilian Law 6.404/76

Key Terms

Record Date, Ex-Dividend Date, Material Fact, share buyback plan, +2 more

6 terms

Record Date financial

"Company | | Record Date | | Ex-Dividend Date | | Payment Date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Ex-Dividend Date financial

"Record Date | | Ex-Dividend Date | | Payment Date | | Value per Share"

The ex-dividend date is the date when a stock starts trading without the value of its next dividend payment included. If you buy the stock on or after this date, you won't receive that upcoming dividend; only those who owned the stock before this date are entitled to it. It matters to investors because it determines who is eligible to receive the dividend and can influence the stock’s price around that time.

Material Fact regulatory

"MATERIAL FACT GERDAU S.A. (B3: GGBR / NYSE: GGB) (“Company”)"

share buyback plan financial

"Management emphasizes that the current share buyback plan, as disclosed via Material Fact"

par value financial

"approved the cancellation of 225,000 common shares and 7,380,000 preferred shares, with no par value"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Bylaws regulatory

"amendment to article 4 of the Bylaws, to reflect the new number of shares"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 27, 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 Shareholders – Payment of Dividends
99.2		Material Fact – Cancellation of shares

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: April 27, 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. Tax ID (CNPJ/ME) 33.611.500/0001-19 Registry (NIRE): 35300520696 METALÚRGICA GERDAU S.A. Tax ID (CNPJ/ME) 92.690.783/0001-09 Registry (NIRE): 35300520751

NOTICE TO SHAREHOLDERS

PAYMENT OF DIVIDENDS

We would like to inform our Shareholders that Gerdau S.A. and Metalúrgica Gerdau S.A. (collectively, the “Companies”) Boards of Directors approved, on this date, the payment of Dividends as an anticipation of the minimum payment for the current fiscal year of 2026. The amount will be paid according to the dates listed bellow:

Company		Record Date		Ex-Dividend Date		Payment Date		Value per Share Common and Preferred Dividends
METALÚRGICA GERDAU S.A.		05/13/2026		05/14/2026		06/10/2026		R$	0.08
GERDAU S.A.		05/13/2026		05/14/2026		06/09/2026		R$	0.18
GERDAU S.A. (ADR)		05/15/2026		05/15/2026		06/16/2026		R$	0.18

The payments will be made by the share depository institution, BTG Pactual Serviços Financeiros S/A DTVM, through automatic credit for those shareholders who have provided their CPF/CNPJ registration number (Tax ID) and respective bank account. Additional information can be obtained through escrituracao.acao@btgpactual.com.

The dividends not claimed within a period of 3 (three) years, counting from the date they were made available to the shareholders, will prescribe and revert in favor of the Companies (Brazilian law 6.404/76, article 287, section II, item a).

São Paulo, April 27, 2026.

Rafael Dorneles Japur

Vice President and Investor Relations Officer

Exhibit 99.2

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

MATERIAL FACT

GERDAU S.A. (B3: GGBR / NYSE: GGB) (“Company”), pursuant to paragraph 4 of article 157 of Federal Law 6.404/76 and on terms of Resolution 44 issued by the Securities and Exchange Commission of Brazil (CVM) on August 23, 2022, informs its shareholders and the market in general that the Board of Directors, at a meeting held on this date, approved the cancellation of 225,000 common shares (GGBR3) and 7,380,000 preferred shares (GGBR4) issued by the Company, with no par value and no reduction in the amount of capital.

As a result of this cancellation, the Company's capital is now divided into 717,138,819 common shares and 1,268,017,330 preferred shares, with no par value. The respective amendment to article 4 of the Bylaws, to reflect the new number of shares, shall be resolved at a Shareholders' Meeting to be called in due course.

Management emphasizes that the current share buyback plan, as disclosed via Material Fact on February 23, 2026, remains in effect.

São Paulo, April 27, 2026.

Rafael Dorneles Japur

Vice-President and Investor Relations Officer

FAQ

What dividend is Gerdau S.A. (GGB) paying per share for 2026?

Gerdau S.A. will pay dividends of R$ 0.18 per common and preferred share as an advance on the 2026 minimum dividend. The dividend relates to shareholders on record on May 13, 2026, with payment scheduled for June 9, 2026.

When are the record and payment dates for Gerdau S.A. (GGB) dividends?

The record date is May 13, 2026, and the ex-dividend date is May 14, 2026 for Gerdau S.A. shares. The company will pay the dividend on June 9, 2026, via its depository institution BTG Pactual Serviços Financeiros.

How will Gerdau S.A. (GGB) ADR holders receive the 2026 dividend?

Gerdau S.A. ADR holders will receive R$ 0.18 per ADR. The record and ex-dividend dates are both May 15, 2026, with payment on June 16, 2026. Payments will be processed through the designated share depository institution.

What share cancellation did Gerdau S.A. (GGB) approve in April 2026?

The board approved cancellation of 225,000 common shares (GGBR3) and 7,380,000 preferred shares (GGBR4). This cancellation occurs with no par value and no reduction in capital, slightly reducing the company’s total outstanding share count.

What is Gerdau S.A.’s new share capital structure after cancellation?

After the cancellation, Gerdau S.A.’s capital is divided into 717,138,819 common shares and 1,268,017,330 preferred shares, all without par value. An amendment to article 4 of the bylaws will be decided at a future shareholders’ meeting.

Is Gerdau S.A.’s share buyback plan still active after the share cancellation?

Yes. Management states that Gerdau S.A.’s current share buyback plan, originally disclosed on February 23, 2026, remains in effect. The plan continues alongside the approved cancellation of a portion of common and preferred shares.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 10.1 KB
• EX-99.2 EXHIBIT 99.2 3.7 KB