Gerdau (NYSE: GGB) chairman details RSUs and major share stakes

Rhea-AI Filing Summary

GERDAU S.A. chairman of the board Andre Bier Gerdau Johannpeter filed an initial ownership report on Form 3, detailing his direct and indirect positions in the company’s shares.

He holds restricted stock units over preferred shares that vest on February 12, 2027 at an exercise price of R$19.5000, on February 12, 2028 at R$18.3200, and on February 12, 2029 at R$20.8300, each linked to specific blocks of underlying preferred shares. He also directly owns preferred shares and reports a large indirect position of 702,952,615 common shares, plus indirect preferred shares held by an immediate family member.

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

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1. Name and Address of Reporting Person^*

Johannpeter Andre Bier Gerdau

(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)
03/17/2026

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
	Officer (give title below)	X	Other (specify below)
			Chairman of Board of Directors

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	346,580	D
Common shares	702,952,615	I	Remarks(4)
Preferred shares	1,282	I	Preferred shares held by an immediate family member (relationship: daughter).

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	(1)	02/12/2027	Preferred shares	106,519	$19.5	D
Restricted Stock Units	(2)	02/12/2028	Preferred shares	116,745	$18.32	D
Restricted Stock Units	(3)	02/12/2029	Preferred shares	105,670	$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 February 12, 2028. Exercise price denominated in Brazilian reais (R$).

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

4. See remarks below

Remarks:

The Reporting Person has a 25% interest in Jopar Participacoes S.A.. Jopar Participacoes S.A. holds a 25% equity interest in INDAC - Investimentos e Participacoes S.A. INDAC owns 57% of Grupo Gerdau Empreendimentos Ltda. INDAC holds 100% of Acoter Participacoes Ltda. Acoter Participacoes Ltda. owns the remaining 43% of Grupo Gerdau Empreendimentos Ltda. Grupo Gerdau Empreendimentos Ltda., together with INDAC, jointly controls Gerdau Metalurgica S.A. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

	Andre Bier Gerdau Johannpeter	03/17/2026
	** 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)

FAQ

What does the Gerdau (GGB) Form 3 filing show for Andre Bier Gerdau Johannpeter?

The Form 3 shows Andre Bier Gerdau Johannpeter’s initial ownership in GERDAU S.A., including restricted stock units over preferred shares, direct preferred share holdings, a large indirect common share position, and indirect preferred shares held by an immediate family member.

What restricted stock units does the Gerdau chairman report in this Form 3?

He reports restricted stock units over preferred shares that vest on February 12, 2027, 2028, and 2029, with exercise prices of R$19.5000, R$18.3200, and R$20.8300, each tied to specific blocks of underlying preferred shares he will receive on vesting.

How many indirect common shares are reported in the Gerdau (GGB) Form 3?

The Form 3 reports an indirect holding of 702,952,615 common shares. These are classified as indirectly owned, with the nature of this ownership described in the remarks section referenced by the filing’s footnotes for additional context on control and economic interest.

What direct preferred share holdings are disclosed by the Gerdau chairman?

The filing discloses direct ownership of preferred shares in GERDAU S.A., separate from the restricted stock units. These directly held preferred shares are listed with their own total balance, reflecting his current equity stake outside of unvested, derivative restricted stock unit awards.

How are family-held preferred shares treated in the Gerdau Form 3 filing?

The Form 3 notes 1,282 preferred shares held indirectly through an immediate family member, identified as his daughter. These shares are reported as indirect ownership, clarifying that some economic exposure to GERDAU S.A. arises from family-related holdings rather than his direct account.

Do the Gerdau (GGB) Form 3 disclosures show any recent insider buying or selling?

The Form 3 is an initial ownership report and lists holdings rather than new trades. The transactions are coded as holdings with unknown transaction codes, and the summary shows no categorized buys, sells, exercises, gifts, or tax-related dispositions in this disclosure.