Gerdau (NYSE: GGB) lifts DFESA hydro stake with R$150M cash acquisition

Rhea-AI Filing Summary

Gerdau S.A. has submitted a binding proposal to acquire the entire 23.03% equity interest in Dona Francisca Energética S.A. (DFESA) held by CELESC, based on an enterprise value of R$150 million. The price will be paid in cash at closing using Gerdau’s own resources, with customary closing adjustments.

DFESA controls 85% of the consortium operating the 125 MW Dona Francisca Hydroelectric Power Plant on the Jacuí River. The plant has 72.5 average MW of firm energy, of which about 66 average MW are allocated to DFESA. Gerdau currently holds 53.94% of DFESA, corresponding to 35.6 average MW, and will reach 76.97%, totaling about 50 average MW, after completion, supporting its clean energy and decarbonization strategy. The transaction is subject to preemptive rights of other shareholders and Brazilian antitrust approval.

Insights

Equity and M&A analyst

Gerdau deepens stake in hydro asset to support self-generation strategy.

Gerdau agreed a binding cash deal valuing 23.03% of DFESA at an enterprise value of R$150 million. DFESA owns most of the concession for the 125 MW Dona Francisca hydro plant, providing 72.5 average MW of firm energy, largely contracted to DFESA.

Gerdau already holds 53.94% of DFESA and would increase to 76.97%, lifting its firm energy allocation from 35.6 to about 50 average MW. This supports a strategy of higher self-production of clean, hydro-based power to enhance cost competitiveness and advance decarbonization commitments.

Completion still depends on proportional preemptive rights of other DFESA shareholders and approval by the Brazilian antitrust authority. Actual impact will hinge on regulatory clearance and whether co-shareholders exercise their rights, which could alter Gerdau’s final stake.

Key Figures

Enterprise value for DFESA stake: R$150 million DFESA stake being acquired: 23.03% of share capital Current DFESA ownership: 53.94% +5 more

8 metrics

Enterprise value for DFESA stake R$150 million Binding proposal for 23.03% equity interest in DFESA

DFESA stake being acquired 23.03% of share capital Equity interest currently held by CELESC

Current DFESA ownership 53.94% Gerdau’s existing equity interest in DFESA

Post-transaction DFESA ownership 76.97% Gerdau’s equity interest after completion

Plant installed capacity 125 MW Dona Francisca Hydroelectric Power Plant capacity

Plant firm energy 72.5 average MW Firm energy output of the plant

Firm energy allocated to DFESA 66 average MW Portion of firm energy allocated to DFESA

Gerdau firm energy before/after 35.6 to ~50 average MW Allocation tied to Gerdau’s DFESA stake

Key Terms

enterprise value, preemptive rights, conditions precedent, Brazilian antitrust authority, +1 more

5 terms

enterprise value financial

"The proposal contemplates 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.

preemptive rights financial

"subject to the potential exercise of the proportional preemptive rights held by the other shareholders"

conditions precedent financial

"closing of the transaction is subject to the satisfaction of customary conditions precedent for transactions of this nature"

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.

Brazilian antitrust authority regulatory

"including approval by the Brazilian antitrust authority"

firm energy technical

"The plant has an installed capacity of 125 MW and a firm energy output of 72.5 average MW"

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 16, 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 – Binding Proposal for 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: April 16, 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”) hereby informs its shareholders and the market in general that it has submitted a binding proposal for the acquisition of the entire equity interest in Dona Francisca Energética S.A. (“DFESA”), corresponding to 23.03% of its share capital, currently held by Centrais Elétricas de Santa Catarina S.A. (“CELESC”). The proposal contemplates an enterprise value of R$150 million and was accepted by CELESC on this date.

The acquisition price will be paid in cash on the closing date, using the Company’s own available resources. The purchase price is subject to customary closing adjustments in accordance with the terms and conditions set forth in the definitive agreements. The transaction is also subject to the potential exercise of the proportional preemptive rights held by the other shareholders of DFESA. Additionally, closing of the transaction is subject to the satisfaction of customary conditions precedent for transactions of this nature, including approval by the Brazilian antitrust authority.

DFESA is a privately held corporation engaged in electric power generation. It holds an 85% ownership interest in the consortium responsible for the concession of the Dona Francisca Hydroelectric Power Plant, located on the Jacuí River, State of Rio Grande do Sul, between the municipalities of Agudo and Nova Palma. The plant has an installed capacity of 125 MW and a firm energy output of 72.5 average MW, of which approximately 66 average MW are allocated to DFESA.

Currently, Gerdau holds 53.94% of DFESA’s share capital, corresponding to 35.6 average MW of energy. Upon completion of the acquisition, the Company will hold a 76.97% equity interest in DFESA, totaling approximately 50 average MW of firm energy.

This acquisition is aligned with Gerdau’s strategy to enhance cost competitiveness by increasing its self-production of clean energy, consistent with the Company’s decarbonization commitments.

São Paulo, April 16, 2026.

Rafael Dorneles Japur

Vice-President and

Investor Relations Officer

FAQ

What acquisition did Gerdau (GGB) announce in this 6-K filing?

Gerdau submitted a binding proposal to acquire CELESC’s entire 23.03% equity interest in Dona Francisca Energética S.A. (DFESA). This increases its ownership in DFESA, which operates the Dona Francisca Hydroelectric Power Plant in southern Brazil.

What is the value and payment structure of Gerdau’s DFESA stake purchase?

The proposal reflects an enterprise value of R$150 million for the 23.03% DFESA stake. The acquisition price will be paid in cash at closing, using Gerdau’s own available resources, and is subject to customary closing adjustments under definitive agreements.

How will the DFESA deal change Gerdau’s ownership and energy allocation?

Gerdau currently holds 53.94% of DFESA, tied to 35.6 average MW of firm energy. After completion, it will hold 76.97% of DFESA, corresponding to roughly 50 average MW, strengthening its self-production of electric power from the hydro plant.

What are the key conditions for closing Gerdau’s DFESA acquisition?

Closing depends on the potential exercise of proportional preemptive rights by other DFESA shareholders and satisfaction of customary conditions precedent, including approval by the Brazilian antitrust authority. These steps must be completed before the transaction can be finalized.

How does the DFESA acquisition support Gerdau (GGB) strategically?

The acquisition aligns with Gerdau’s strategy to enhance cost competitiveness through greater self-production of clean energy. By increasing its DFESA stake, Gerdau secures more firm hydroelectric energy, reinforcing its decarbonization commitments and long-term sustainability goals.

What are DFESA’s main assets and generation capacity?

DFESA is a private company focused on electric power generation. It holds 85% of the consortium for the Dona Francisca Hydroelectric Power Plant, which has 125 MW of installed capacity and 72.5 average MW of firm energy, mostly allocated to DFESA.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.0 KB