Gerdau S.A. (NYSE: GGB) declares dividends and okays 2026 share buyback plan

Rhea-AI Filing Summary

Gerdau S.A. filed an update covering both dividends and share capital actions. The Boards of Gerdau S.A. and Metalúrgica Gerdau S.A. approved dividend payments for the 2025 fiscal year, with Gerdau S.A. paying R$ 0.10 per common and preferred share, and its ADRs also receiving R$ 0.10 per ADS, based on record dates in March 2026.

The Board approved the cancellation of 418,800 common shares and 7,700,000 preferred shares without reducing capital, leaving the capital stock divided into 717,363,819 common shares and 1,275,397,330 preferred shares. A new 2026 buyback program authorizes repurchases of up to 55,000,000 preferred shares, about 4.4% of outstanding preferred shares, and up to 1,441,120 common shares, about 10% of outstanding common shares, over an 18‑month period starting February 24, 2026.

Insights

Equity capital markets analyst

Gerdau pairs cash returns via dividends with a moderate, targeted share buyback and small share cancellation.

Gerdau S.A. is combining direct cash distributions with balance-sheet driven capital management. Dividends of R$ 0.10 per Gerdau S.A. share and ADR, plus R$ 0.05 per Metalúrgica Gerdau share, return cash tied to the 2025 fiscal year.

The cancellation of 418,800 common and 7,700,000 preferred shares marginally reduces share count while keeping capital stock unchanged at 717,363,819 common and 1,275,397,330 preferred shares. This cleans up treasury shares from prior repurchases without altering stated capital.

The 2026 Buyback Program authorizes up to 55,000,000 preferred shares (around 4.4% of outstanding preferreds) and 1,441,120 common shares (around 10% of outstanding commons) through August 24, 2027. Actual impact depends on execution pace, pricing, and whether shares are held in treasury, canceled, or resold.

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 February 23, 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 – Buyback program conclusion

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: February 23, 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.	METALÚRGICA GERDAU S.A.
Tax ID (CNPJ/ME) 33.611.500/0001-19	Tax ID (CNPJ/ME) 92.690.783/0001-09
Registry (NIRE): 35300520696	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 2025. 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.		03/10/2026		03/11/2026		03/19/2026		R$	0.05
GERDAU S.A.		03/10/2026		03/11/2026		03/18/2026		R$	0.10
GERDAU S.A. (ADR)		03/12/2026		03/12/2026		03/25/2026		R$	0.10

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, February 23, 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") informs its shareholders and the market in general that the Board of Directors, at a meeting held on this date, approved the cancellation of 418,800 common shares (GGBR3) and 7,700,000 preferred shares (GGBR4) issued by the Company, with no par value and no reduction in the value of the capital stock. As a result of this cancellation of shares, the Company's capital stock is now divided into 717,363,819 common shares and 1,275,397,330 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.

In addition, the Board of Directors approved a new share buyback program issued by the Company ("2026 Buyback Program"), as detailed below:

Program Objectives: (i) maximize value creation for shareholders in the long term through efficient management of its capital structure meeting the needs of the long-term incentive programs of the Company and its subsidiaries; (ii) maintain shares in treasury; (iii) cancellation; or (iv) subsequently sell the shares in the market.

Number of shares to be acquired: up to 55,000,000 preferred shares, representing approximately 4.4% of the outstanding preferred shares (GGBR4) and/or preferred shares (GGB)-backed ADRs and up to 1,441,120 common shares, representing approximately 10% of the outstanding common shares (GGBR3).

Acquisition period: from February 24, 2026, with a maximum duration of 18 (eighteen) months, that is, until August 24, 2027, inclusive.

Further information on the 2026 Buyback Program, as required by Annex G of CVM Resolution 80, of March 29, 2022, can be found attached to the minutes of the Board of Directors Meeting, which is available on the websites of the Company’s Investor Relations (https://ri.gerdau.com/), of the CVM (https://www.gov.br/cvm/pt-br) and of B3 (https://www.b3.com.br/pt_br/).

São Paulo, February 23, 2026.

Rafael Dorneles Japur

Vice-President and

Investor Relations Officer

FAQ

What dividends did Gerdau S.A. (GGB) approve in this 6-K?

Gerdau S.A. approved dividends of R$ 0.10 per common and preferred share and R$ 0.10 per ADR, as an advance on the 2025 fiscal year minimum. Metalúrgica Gerdau S.A. approved R$ 0.05 per share on the same basis and schedule alignment.

What are the key record, ex-dividend, and payment dates for Gerdau (GGB) dividends?

For Gerdau S.A., the record date is March 10, 2026, the ex-dividend date is March 11, 2026, and the payment date is March 18, 2026. ADRs use March 12, 2026 as both record and ex-date, with payment on March 25, 2026.

How is Gerdau (GGB) handling dividend payment logistics for shareholders?

Dividends are paid through BTG Pactual Serviços Financeiros S/A DTVM by automatic bank credit to shareholders whose tax ID and bank details are registered. Unclaimed dividends after three years revert to the companies under Brazilian corporate law provisions.

What share cancellation did Gerdau S.A. (GGB) announce?

Gerdau S.A. approved cancellation of 418,800 common shares and 7,700,000 preferred shares, all without par value and without reducing capital stock. After cancellation, capital is divided into 717,363,819 common and 1,275,397,330 preferred shares.

What are the main terms of Gerdau’s 2026 share buyback program?

The 2026 program authorizes repurchases of up to 55,000,000 preferred shares (about 4.4% of outstanding) and 1,441,120 common shares (about 10% of outstanding), starting February 24, 2026 and lasting up to 18 months, until August 24, 2027.

What are the stated objectives of Gerdau’s 2026 buyback program?

The program aims to maximize long-term shareholder value via capital structure management, supply shares for long-term incentive plans, hold shares in treasury, potentially cancel them, or resell them in the market, as approved by the Board.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 10.0 KB
• EX-99.2 EXHIBIT 99.2 5.9 KB