Gerdau CFO sells 5,000 preferred shares

GERDAU S.A. executive Japur Rafael Dorneles, the VP, CFO and investor relations officer, reported an open-market sale of 5,000 preferred shares at $4.75 per share on May 22, 2026.

Rhea-AI Filing Summary

GERDAU S.A. executive Japur Rafael Dorneles, the VP, CFO and investor relations officer, reported an open-market sale of 5,000 preferred shares at $4.75 per share on May 22, 2026. After the sale, he directly holds 96,967 preferred shares plus several restricted stock unit awards tied to preferred shares with exercise prices between $3.65 and $4.15 and expirations from 2027 to 2029.

Insights

Equity compensation and insider-trading analyst

CFO reports a modest open-market share sale while retaining a sizable equity position.

The VP, CFO and IR officer of GERDAU S.A. sold 5,000 preferred shares at $4.75 on May 22, 2026, a discretionary open-market transaction. Following the sale, his direct holdings stand at 96,967 preferred shares, indicating continued meaningful exposure.

He also retains multiple restricted stock unit grants over preferred shares, with exercise prices from $3.65 to $4.15 and expirations between 2027 and 2029. These unexercised awards keep his long-term incentives aligned with shareholder outcomes, while the single reported sale appears incremental rather than transformational.

Insider Trade Summary

Net Seller: 5,000 shares

Net Sell 7 txns

Insider Japur Rafael Dorneles

Role Insider

Sold 5,000 shs ($24K)

Type	Security	Shares	Price	Value
Sale	Preferred shares	5,000	$4.75	$24K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Preferred shares — 96,967 shares (Direct); Restricted Stock Units — 220,475 contracts (Direct)

Footnotes (1)

1. F1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the May 22 2026 selling rate of R$5.0140per US$1.00, as reported by the Central Bank of Brazil.

Key Figures

Shares sold: 5,000 preferred shares Sale price: $4.75 per share Shares held after sale: 96,967 preferred shares +5 more

8 metrics

Shares sold 5,000 preferred shares Open-market sale on May 22, 2026

Sale price $4.75 per share Preferred shares sale on May 22, 2026

Shares held after sale 96,967 preferred shares Direct holdings following transaction

RSU exercise price $4.15 Restricted stock units expiring February 12 and 25, 2029

RSU exercise price $3.65 Restricted stock units expiring February 12, 2028

RSU exercise price $3.80 Restricted stock units expiring August 1, 2027

RSU exercise price $3.89 Restricted stock units expiring February 12 and 22, 2027

FX rate used R$5.0140 per US$1.00 Translation rate on May 22, 2026

Key Terms

Restricted Stock Units, open-market sale, preferred shares, exercise price, +2 more

6 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.

exercise price financial

"conversion_or_exercise_price": "4.1500""

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.

expiration date financial

"expiration_date": "2029-02-25T00:00:00.000Z""

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What did GERDAU S.A. (GGB) CFO Japur Rafael Dorneles report in this Form 4?

He reported selling 5,000 preferred shares of GERDAU S.A. at $4.75 per share on May 22, 2026. After this open-market sale, he continues to hold 96,967 preferred shares directly, plus several restricted stock unit awards over preferred shares.

How many GERDAU S.A. (GGB) shares does the CFO hold after the reported sale?

After the transaction, the CFO directly holds 96,967 preferred shares of GERDAU S.A. These holdings are in addition to his restricted stock unit grants, which are linked to underlying preferred shares with various exercise prices and expiration dates between 2027 and 2029.

What type of insider transaction did GERDAU S.A. (GGB) disclose for its CFO?

The filing shows an open-market sale of 5,000 preferred shares by the CFO at $4.75 per share. It is categorized as a non-derivative transaction with the code “S,” indicating a sale executed in the market or a private transaction.

What equity awards related to GERDAU S.A. (GGB) does the CFO still hold?

He holds several restricted stock units tied to preferred shares, with exercise prices from $3.65 to $4.15 and expiration dates between 2027 and 2029. These RSUs represent potential future share acquisitions if vesting and exercise conditions are met.

Does the Form 4 for GERDAU S.A. (GGB) CFO show any option exercises?

No exercises are reported; the filing lists only one open-market sale of 5,000 preferred shares. The remaining entries relate to existing restricted stock unit positions, which outline exercise prices and expiration dates but do not record exercise transactions in this disclosure.

In what currency is the GERDAU S.A. (GGB) transaction price presented for this Form 4?

The share sale price is shown in U.S. dollars, with a footnote explaining that the original price was denominated in Brazilian reais and translated using the May 22, 2026 exchange rate of R$5.0140 per US$1.00 from the Central Bank of Brazil.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:31 PM Learn about SEC filing dates

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^*

Japur Rafael Dorneles

(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)
			VP, CFO and IR Officer

2a. Foreign Trading Symbol
[GGBR]

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		S		5,000	D	$4.75(1)	96,967	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	$3.89(1)							02/12/2027	02/12/2027	Preferred shares	8,923		8,923	D
Restricted Stock Units	$3.89(1)							02/22/2027	02/22/2027	Preferred shares	46,634		46,634	D
Restricted Stock Units	$3.8(1)							08/01/2027	08/01/2027	Preferred shares	38,047		38,047	D
Restricted Stock Units	$3.65(1)							02/12/2028	02/12/2028	Preferred shares	15,830		15,830	D
Restricted Stock Units	$4.15(1)							02/12/2029	02/12/2029	Preferred shares	29,933		29,933	D
Restricted Stock Units	$4.15(1)							02/25/2029	02/25/2029	Preferred shares	81,108		81,108	D

Explanation of Responses:

1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the May 22 2026 selling rate of R$5.0140per US$1.00, as reported by the Central Bank of Brazil.

	/s/ Rafael Dorneles Japur	05/26/2026
	** 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)