Gerdau officer reports preferred share and RSU stakes

GERDAU S.A. officer Gustavo Silva de Franca filed an initial ownership report showing existing equity interests in the company.

Rhea-AI Filing Summary

GERDAU S.A. officer Gustavo Silva de Franca filed an initial ownership report showing existing equity interests in the company. He directly holds 25,729 preferred shares. In addition, he holds several blocks of restricted stock units that can convert into preferred shares over time.

The derivative awards cover 4,038, 4,117, 50,221 and 3,570 underlying preferred shares, with exercise prices of R$20.83, R$18.32, R$19.06 and R$19.50. These units vest on February 12, 2027, August 1, 2027, February 12, 2028 and February 12, 2029, giving the officer a multi‑year, stock‑linked compensation package.

Insights

Equity compensation analyst

Filing shows existing Gerdau officer holdings and multi‑year RSU awards.

The report lists Gustavo Silva de Franca’s current stake of 25,729 preferred shares plus several restricted stock unit grants tied to Gerdau’s preferred shares. No new open‑market buying or selling is indicated; this is primarily a disclosure of existing positions.

The RSUs cover 4,038, 4,117, 50,221 and 3,570 underlying preferred shares with exercise prices in Brazilian reais between R$18.32 and R$20.83. Vesting dates run from February 12, 2027 through February 12, 2029, aligning the officer’s incentives with long‑term company performance.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider de Franca Gustavo Silva

Role Officer

Type	Security	Shares	Price	Value
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Preferred shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 61,946 contracts (Direct); Preferred shares — 25,729 shares (Direct)

Footnotes (4)

1. F1. Restricted stock units vest on February 12, 2027. Exercise price denominated in Brazilian reais (R$).
2. F2. Restricted stock units vest on August 1, 2027. Exercise price denominated in Brazilian reais (R$).
3. F3. Restricted stock units vest on February 12, 2028. Exercise price denominated in Brazilian reais (R$).
4. F4. Restricted stock units vest on February 12, 2029. Exercise price denominated in Brazilian reais (R$).

Key Figures

Direct preferred share holdings: 25,729 shares RSU underlying shares (R$20.83): 4,038 shares RSU underlying shares (R$18.32): 4,117 shares +2 more

5 metrics

Direct preferred share holdings 25,729 shares Preferred shares held directly after reported holdings

RSU underlying shares (R$20.83) 4,038 shares Restricted stock units, exercise price R$20.83, vesting February 12, 2029

RSU underlying shares (R$18.32) 4,117 shares Restricted stock units, exercise price R$18.32, vesting February 12, 2028

RSU underlying shares (R$19.06) 50,221 shares Restricted stock units, exercise price R$19.06, vesting August 1, 2027

RSU underlying shares (R$19.50) 3,570 shares Restricted stock units, exercise price R$19.50, vesting February 12, 2027

Key Terms

Restricted stock units, Preferred shares, Exercise price, Brazilian reais (R$), +1 more

5 terms

Restricted stock units financial

"Restricted stock units vest on February 12, 2027. Exercise price denominated in Brazilian reais"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Preferred shares financial

"security_title": "Preferred shares""

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Exercise price financial

"Exercise price denominated in Brazilian reais (R$)."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Brazilian reais (R$) financial

"Exercise price denominated in Brazilian reais (R$)."

Vesting financial

"Restricted stock units vest on February 12, 2029. Exercise price denominated in Brazilian reais"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What does Gerdau (GGB) officer Gustavo Silva de Franca report owning in this Form 3?

He reports direct ownership of 25,729 preferred shares of Gerdau S.A. He also discloses multiple restricted stock unit awards that can convert into additional preferred shares over time, reflecting his existing equity-based stake in the company.

How many Gerdau (GGB) shares are covered by the officer’s restricted stock units?

The restricted stock units are linked to 4,038, 4,117, 50,221 and 3,570 underlying preferred shares. These awards, once vested and exercised, can significantly increase the officer’s effective exposure to Gerdau’s preferred equity over several future years.

When do the Gerdau (GGB) restricted stock units reported in the Form 3 vest?

The units vest on February 12, 2027, August 1, 2027, February 12, 2028 and February 12, 2029. These staggered vesting dates spread the officer’s potential share conversions across several years, supporting long-term alignment with the company’s performance.

In what currency are the Gerdau (GGB) officer’s RSU exercise prices denominated?

All listed exercise prices for the restricted stock units are denominated in Brazilian reais (R$). The reported prices are R$20.83, R$18.32, R$19.06 and R$19.50, each tied to specific RSU blocks that convert into Gerdau preferred shares upon vesting and exercise.

Does this Gerdau (GGB) Form 3 show any insider buying or selling activity?

No explicit insider buying or selling is shown; the entries are classified as holdings. The filing primarily discloses the officer’s existing preferred share ownership and outstanding restricted stock unit grants, rather than new open-market transactions or option exercises.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

de Franca Gustavo Silva

(Last) (First) (Middle)

AVENUE DOUTORA RUTH DE CARDOSO, 8501.

8TH FLOOR, PINHEIROS

(Street)

SAO PAULO SAO PAULO 05425-070

(City) (State) (Zip)

BRAZIL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2026

3. Issuer Name and Ticker or Trading Symbol
GERDAU S.A. [ GGB ]

3a. Foreign Trading Symbol
[GGBR]

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Preferred shares	25,729	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	02/12/2027(1)	02/12/2027	Preferred shares	3,570	$19.5	D
Restricted Stock Units	08/01/2027(2)	08/01/2027	Preferred shares	50,221	$19.06	D
Restricted Stock Units	02/12/2028(3)	02/12/2028	Preferred shares	4,117	$18.32	D
Restricted Stock Units	02/12/2029(4)	02/12/2029	Preferred shares	4,038	$20.83	D

Explanation of Responses:

1. Restricted stock units vest on February 12, 2027. Exercise price denominated in Brazilian reais (R$).

2. Restricted stock units vest on August 1, 2027. Exercise price denominated in Brazilian reais (R$).

3. Restricted stock units vest on February 12, 2028. Exercise price denominated in Brazilian reais (R$).

4. Restricted stock units vest on February 12, 2029. Exercise price denominated in Brazilian reais (R$).

	/s/ Gustavo Silva de Franca	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)