GERDAU S.A. (NYSE: GGB) CEO sells 432k shares while receiving similar equity grant

Rhea-AI Filing Summary

GERDAU S.A. CEO and board member Gustavo Werneck reported offsetting transactions in the company’s preferred shares. On May 8, 2026, he received 432,774 preferred shares at $0.00 per share as part of a compensation arrangement, and sold 432,854 preferred shares in the open market at a weighted average price of $4.87 per share in multiple trades between $4.86 and $4.90.

Following these moves, he held 432,854 preferred shares directly and also retained several blocks of restricted stock units tied to preferred shares, with exercise prices between $3.60 and $4.10 and expiration dates from 2027 through 2029, keeping significant derivative exposure to the stock.

Insights

Equity compensation analyst

CEO refreshes equity via grant while matching it with share sales.

Gustavo Werneck received 432,774 GERDAU preferred shares at $0.00 as compensation and sold 432,854 preferred shares at a weighted average of $4.87. Economically, this looks like a compensation-related refresh more than a directional bet.

He still holds 432,854 preferred shares plus restricted stock units over 86598, 92024, 152887, and 86455 underlying preferred shares, with exercise prices between $3.60 and $4.10 expiring from 2027 to 2029. The filing does not reference any 10b5-1 trading plan, so timing appears discretionary, but the offsetting grant and remaining RSUs suggest ongoing alignment rather than a major reduction. Overall impact on the broader investment thesis is modest.

Insider Trade Summary

Net Seller: 432,854 shares ($2,107,999)

Net Sell 6 txns

Insider Da Cunha Gustavo Werneck

Role CEO and Board Member

Sold 432,854 shs ($2.11M)

Type	Security	Shares	Price	Value
Grant/Award	Preferred shares	432,774	$0.00	--
Sale	Preferred shares	432,854	$4.87	$2.11M
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Preferred shares — 432,854 shares (Direct, null); Restricted Stock Units — 86,455 shares (Direct, null)

Footnotes (1)

1. The shares were received by the reporting person pursuant to the settlement of a compensation arrangement between the issuer and the reporting person. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the May 8, 2026 selling rate of R$4.8999 per US$1.00, as reported by the Central Bank of Brazil. The price reported in Column 4 is a weighted average price. There shares were sold in multiple transactions at prices ranging from $4.86 to $4.90, inclusive. 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: 432,854 preferred shares Sale price (weighted avg): $4.87 per share Shares granted as compensation: 432,774 preferred shares +5 more

8 metrics

Shares sold 432,854 preferred shares Open-market sale on May 8, 2026

Sale price (weighted avg) $4.87 per share Multiple trades between $4.86 and $4.90

Shares granted as compensation 432,774 preferred shares Equity award at $0.00 per share

Direct holdings after transactions 432,854 preferred shares Post-transaction direct ownership

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

Key Terms

Restricted Stock Units, weighted average price, grant, award, or other acquisition, open-market sale, +1 more

5 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.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

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.

compensation arrangement financial

"pursuant to the settlement of a compensation arrangement between the issuer and the reporting person."

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^*

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)
05/08/2026

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	05/08/2026		A(1)		432,774	A	$0	432,854	D
Preferred shares	05/08/2026		S		432,854	D	$4.87(2)(3)	0	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(4)							02/12/2027	02/12/2027	Preferred shares	86,455		86,455	D
Restricted Stock Units	$3.73(4)							09/01/2027	09/01/2027	Preferred shares	152,887		152,887	D
Restricted Stock Units	$3.6(4)							02/12/2028	02/12/2028	Preferred shares	92,024		92,024	D
Restricted Stock Units	$4.1(4)							02/12/2029	02/12/2029	Preferred shares	86,598		86,598	D

Explanation of Responses:

1. The shares were received by the reporting person pursuant to the settlement of a compensation arrangement between the issuer and the reporting person.

2. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the May 8, 2026 selling rate of R$4.8999 per US$1.00, as reported by the Central Bank of Brazil.

3. The price reported in Column 4 is a weighted average price. There shares were sold in multiple transactions at prices ranging from $4.86 to $4.90, inclusive.

4. 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	05/12/2026
	** 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 transactions did GERDAU S.A. (GGB) CEO Gustavo Werneck report?

Gustavo Werneck reported receiving 432,774 preferred shares as compensation at $0.00 per share and selling 432,854 preferred shares at a weighted average of $4.87 on May 8, 2026, in multiple trades between $4.86 and $4.90.

How many GERDAU (GGB) preferred shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Gustavo Werneck holds 432,854 GERDAU preferred shares directly. In addition, he holds multiple restricted stock unit awards tied to preferred shares, providing exposure to further share ownership upon exercise between 2027 and 2029.

Did the GERDAU (GGB) CEO’s Form 4 show a net sale or net purchase of shares?

The Form 4 shows a net sale of 432,854 preferred shares but also a grant of 432,774 preferred shares as compensation. This combination indicates the disposition largely offsets the new award rather than representing a large directional reduction in overall equity exposure.

What prices were reported for the GERDAU (GGB) CEO’s share sales on May 8, 2026?

The reported weighted average sale price was $4.87 per preferred share. Footnotes explain the 432,854 shares were sold in multiple transactions at prices ranging from $4.86 to $4.90, with amounts translated from Brazilian reais into U.S. dollars using stated exchange rates.

What restricted stock units does GERDAU (GGB) CEO Gustavo Werneck retain after this filing?

He retains restricted stock units linked to 86,598, 92,024, 152,887, and 86,455 underlying preferred shares. These have exercise prices between $3.60 and $4.10 and expiration dates from February 2027 through February 2029, giving him continued leveraged exposure to GERDAU’s preferred shares.

Is the GERDAU (GGB) CEO’s share grant in this Form 4 a cash transaction?

No. The grant of 432,774 preferred shares to Gustavo Werneck is reported at a price of $0.00 per share. A footnote states the shares were received pursuant to a compensation arrangement between GERDAU and the reporting person, indicating equity-based, non-cash compensation.