Gerdau CEO sells 88,000 preferred shares

Accepted by SEC EDGAR 05/05/2026 - 04:35 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

GERDAU S.A. CEO and Board Member Gustavo Werneck reported an open-market sale of 88,000 preferred shares on April 28, 2026 at $4.50 per share. After this sale, he holds 80 preferred shares directly.

He also holds several blocks of Restricted Stock Units over preferred shares, including 86,598 underlying shares at a $4.10 exercise price expiring on February 12, 2029, plus additional RSU awards with exercise prices between $3.60 and $3.84 expiring in 2027–2028. Footnotes note that prices are denominated in Brazilian reais and translated into U.S. dollars using selling rates from the Central Bank of Brazil.

Insider Trade Summary

Net Seller: 88,000 shares

Net Sell 1 txn

Insider Da Cunha Gustavo Werneck

Role CEO and Board Member

Sold 88,000 shs ($396K)

Type	Security	Shares	Price	Value
Sale	Preferred shares	88,000	$4.50	$396K
Holding	Restricted Stock Units	--	--	--
Holding	Restricted Stock Units	--	--	--
Holding	Restricted Stock Units	--	--	--
Holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Preferred shares — 80 shares (Direct); Restricted Stock Units — 417,964 contracts (Direct)

Footnotes (2)

1. F1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the April 28, 2026 selling rate of R$4.9878 per US$1.00, as reported by the Central Bank of Brazil.
2. F2. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the April 9, 2026 selling rate of R$5.0821 per US$1.00, as reported by the Central Bank of Brazil.

Key Figures

Shares sold: 88,000 preferred shares Sale price: $4.50 per share Direct shares remaining: 80 preferred shares +5 more

8 metrics

Shares sold 88,000 preferred shares Open-market sale on April 28, 2026

Sale price $4.50 per share Preferred share sale by CEO

Direct shares remaining 80 preferred shares Held after the April 28, 2026 sale

RSU block 1 86,598 underlying preferred shares at $4.10 RSUs expiring February 12, 2029

RSU block 2 92,024 underlying preferred shares at $3.60 RSUs expiring February 12, 2028

RSU block 3 152,887 underlying preferred shares at $3.73 RSUs expiring September 1, 2027

RSU block 4 86,455 underlying preferred shares at $3.84 RSUs expiring February 12, 2027

FX rate example R$4.9878 per US$1.00 Brazilian real to USD rate used for translation

Key Terms

Restricted Stock Units, open-market sale, Preferred shares, Central Bank of Brazil

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

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.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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.

Central Bank of Brazil financial

"as reported by the Central Bank of Brazil."

FAQ

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

What insider transaction did Gerdau (GGB) report for Gustavo Werneck?

Gerdau reported that CEO and Board Member Gustavo Werneck executed an open-market sale of 88,000 preferred shares at $4.50 per share. Following this transaction, he directly holds 80 preferred shares while retaining multiple RSU awards over additional preferred shares.

How many Gerdau (GGB) shares did the CEO sell and at what price?

Gerdau’s CEO Gustavo Werneck sold 88,000 preferred shares at a reported price of $4.50 per share. The filing notes that the price is originally denominated in Brazilian reais and translated into U.S. dollars using Central Bank of Brazil selling exchange rates.

What are Gustavo Werneck’s remaining direct holdings in Gerdau (GGB)?

After the reported sale, Gustavo Werneck directly holds 80 preferred shares of Gerdau. In addition to these remaining shares, he holds several blocks of Restricted Stock Units linked to preferred shares that may be settled in the future under specified exercise prices and expiration dates.

What Restricted Stock Units linked to Gerdau (GGB) does the CEO hold?

The filing lists multiple RSU positions over Gerdau preferred shares, including 86,598 underlying shares at a $4.10 exercise price expiring February 12, 2029. Additional RSUs cover 92,024, 152,887, and 86,455 underlying preferred shares with exercise prices between $3.60 and $3.84, expiring in 2027–2028.

How are the Gerdau (GGB) transaction prices in the Form 4 determined?

Prices in the Form 4 are denominated in Brazilian reais and then translated into U.S. dollars. The translation uses selling exchange rates published by the Central Bank of Brazil, including R$4.9878 and R$5.0821 per US$1.00 on specific April 2026 dates referenced in the footnotes.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Da Cunha Gustavo Werneck

(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
X	Officer (give title below)		Other (specify below)
	CEO and Board Member

2a. Foreign Trading Symbol
[GGBR]

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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)

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	04/28/2026		S		88,000	D	$4.5(1)	80	D

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	$3.84(2)							02/12/2027	02/12/2027	Preferred shares	86,455		86,455	D
Restricted Stock Units	$3.73(2)							09/01/2027	09/01/2027	Preferred shares	152,887		152,887	D
Restricted Stock Units	$3.6(2)							02/12/2028	02/12/2028	Preferred shares	92,024		92,024	D
Restricted Stock Units	$4.1(2)							02/12/2029	02/12/2029	Preferred shares	86,598		86,598	D

Explanation of Responses:

1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the April 28, 2026 selling rate of R$4.9878 per US$1.00, as reported by the Central Bank of Brazil.

2. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the April 9, 2026 selling rate of R$5.0821 per US$1.00, as reported by the Central Bank of Brazil.

	/s/ Gustavo Werneck Da Cunha	05/05/2026
	** 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)