Gerdau (NYSE: GGB) vice-chair exits direct preferred share stake

Rhea-AI Filing Summary

GERDAU S.A. vice-chairman Guilherme Chagas Gerdau Johannpeter reported an open-market sale of 85,607 preferred shares on March 20, 2026 at $3.29 per share. After this sale, he no longer holds preferred shares directly.

He continues to hold restricted stock units that can convert into 106,519, 116,745 and 105,670 preferred shares, vesting on February 12 of 2027, 2028 and 2029, respectively. The filing also shows indirect ownership of 702,952,615 common shares, with further details referenced in the remarks section.

Insider Trade Summary

Net Seller: 85,607 shares ($281,647)

Net Sell 5 txns

Insider Johannpeter Guilherme Chagas Gerdau

Role Insider

Sold 85,607 shs ($282K)

Type	Security	Shares	Price	Value
Sale	Preferred shares	85,607	$3.29	$282K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Common shares	--	--	--

Holdings After Transaction: Preferred shares — 0 shares (Direct); Restricted Stock Units — 106,519 shares (Direct); Common shares — 702,952,615 shares (Indirect, Remarks)

Footnotes (1)

1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the March 20, 2026 selling rate of R$5.2800 per US$1.00, as reported by the Central Bank of Brazil. See remarks below. Restricted stock units vest on February 12, 2027. Restricted stock units vest on February 12, 2028. Restricted stock units vest on February 12, 2029.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johannpeter Guilherme Chagas 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. Issuer Name and Ticker or Trading Symbol
GERDAU S.A. [ GGB ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Vice-Chairman of Board

2a. Foreign Trading Symbol
[GGBR]

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/24/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Preferred shares	03/20/2026		S		85,607	D	$3.29(1)	0	D
Common shares								702,952,615	I	Remarks(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$3.69(1)							02/12/2027(3)	02/12/2027	Preferred shares	106,519		106,519	D
Restricted Stock Units	$3.47(1)							02/12/2028(4)	02/12/2028	Preferred shares	116,745		116,745	D
Restricted Stock Units	$3.95(1)							02/12/2029(5)	02/12/2029	Preferred shares	105,670		105,670	D

Explanation of Responses:

1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the March 20, 2026 selling rate of R$5.2800 per US$1.00, as reported by the Central Bank of Brazil.

2. See remarks below.

3. Restricted stock units vest on February 12, 2027.

4. Restricted stock units vest on February 12, 2028.

5. Restricted stock units vest on February 12, 2029.

Remarks:

The Reporting Person has a 25% interest in Frepar Participacoes S.A.. Frepar 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 hold 27,58% of Gerdau Metalurgica S.A.'s total shares. Gerdau Metalurgica S.A. is the direct controlling shareholder of the issuer, owning 35,56% of its shares. 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.

	/s/ Guilherme Chagas Gerdau Johannpeter	03/25/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Gerdau (GGB) report in this Form 4/A?

Gerdau reported that vice-chairman Guilherme Chagas Gerdau Johannpeter sold 85,607 preferred shares in an open-market transaction at $3.29 per share on March 20, 2026. This filing records the sale and his updated equity holdings.

At what price did the Gerdau (GGB) vice-chairman sell preferred shares?

The vice-chairman sold 85,607 preferred shares at $3.29 per share. A footnote explains the price is based on a conversion from Brazilian reais using a March 20, 2026 exchange rate of R$5.2800 per US$1.00.

Does the Gerdau (GGB) vice-chairman still hold preferred shares after this Form 4/A?

Following the reported transaction, he no longer holds preferred shares directly. However, he holds restricted stock units that can convert into preferred shares in future years as they vest on specific February 12 vesting dates.

What restricted stock units does the Gerdau (GGB) vice-chairman hold?

He holds restricted stock units linked to 106,519 preferred shares vesting February 12, 2027, 116,745 vesting February 12, 2028, and 105,670 vesting February 12, 2029. These units provide potential future ownership of preferred shares once vested.

What indirect share ownership is disclosed for the Gerdau (GGB) vice-chairman?

The filing shows indirect ownership of 702,952,615 common shares. The nature of this indirect ownership is tied to remarks referenced in the document, indicating more detailed explanation is provided in the full text outside this data excerpt.

Is this Gerdau (GGB) insider transaction a purchase or a sale?

This insider transaction is a sale. The Form 4/A classifies it as an open-market sale of preferred shares, and the transaction summary shows a net-sell direction of 85,607 shares for the reporting person on March 20, 2026.