GERDAU (NYSE: GGB) CEO Werneck acquires 165,224 preferred shares in open-market buy

Rhea-AI Filing Summary

GERDAU S.A. CEO and board member Gustavo Werneck reported an open-market purchase of 165,224 preferred shares on June 12, 2026 at $4.73 per share, which he now holds directly. This is an active buy transaction rather than part of a derivative exercise or tax withholding.

Alongside this purchase, he continues to hold several tranches of Restricted Stock Units tied to preferred shares, with exercise prices between $3.60 and $4.10 and expiration dates from February 2027 through February 2029. These unexercised RSUs provide additional future equity exposure on top of the newly acquired shares.

Insights

Insider transactions analyst

CEO makes a direct open-market share purchase while retaining sizable RSU exposure.

GERDAU S.A. CEO Gustavo Werneck executed an open-market purchase of 165,224 preferred shares at $4.73 per share on June 12, 2026. Open-market buys (code P) are discretionary transactions and generally reflect an active decision to increase direct equity ownership.

In addition, he retains multiple Restricted Stock Unit grants over preferred shares with exercise prices from $3.60 to $4.10 and expirations between February 2027 and February 2029. The filing does not reference any Rule 10b5-1 trading plan, so timing appears discretionary based on the available data alone.

Overall, the pattern in this filing is a net buy of common equity plus unchanged derivative-based exposure. Subsequent company filings may provide more detail on his total ownership picture and any future exercises of the RSU tranches as they approach their respective expiration dates.

Insider Trade Summary

Net Buyer: 165,224 shares ($781,510)

Net Buy 5 txns

Insider Da Cunha Gustavo Werneck

Role CEO and Board Member

Bought 165,224 shs ($782K)

Type	Security	Shares	Price	Value
Purchase	Preferred shares	165,224	$4.73	$782K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Preferred shares — 165,224 shares (Direct, null); Restricted Stock Units — 86,455 shares (Direct, null)

Footnotes (1)

1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the June 12, 2026 selling rate of R$5.0827 per US$1.00, as reported by the Central Bank of Brazil. 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

Preferred shares purchased: 165,224 shares Purchase price: $4.73 per share RSU underlying shares (2029 tranche): 86,598 shares +4 more

7 metrics

Preferred shares purchased 165,224 shares Open-market purchase on June 12, 2026

Purchase price $4.73 per share Preferred share open-market buy

RSU underlying shares (2029 tranche) 86,598 shares Restricted Stock Units, exercise price $4.10, expiring Feb 12, 2029

RSU underlying shares (2028 tranche) 92,024 shares Restricted Stock Units, exercise price $3.60, expiring Feb 12, 2028

RSU underlying shares (Sep 2027 tranche) 152,887 shares Restricted Stock Units, exercise price $3.73, expiring Sep 1, 2027

RSU underlying shares (Feb 2027 tranche) 86,455 shares Restricted Stock Units, exercise price $3.84, expiring Feb 12, 2027

FX rate example R$5.0827 per US$1.00 Exchange rate used to translate price on June 12, 2026

Key Terms

Restricted Stock Units, open-market purchase, Preferred shares, exercise price, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" and derivativeSummary entries for RSUs over preferred shares"

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 purchase financial

"transaction_action: "open-market purchase" for preferred shares with code P"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Preferred shares financial

"underlying_security_title: "Preferred shares" for RSUs and non-derivative transaction"

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 fields such as "3.6000" and "4.1000""

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4) heading for this insider report"

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.

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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)
06/12/2026

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	06/12/2026		P		165,224	A	$4.73(1)	165,224	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 June 12, 2026 selling rate of R$5.0827 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	06/15/2026
	** 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 S.A. (GGB) report for Gustavo Werneck?

GERDAU S.A. reported that CEO Gustavo Werneck completed an open-market purchase of 165,224 preferred shares. The transaction occurred on June 12, 2026, and all these shares are now held directly, increasing his direct ownership stake in the company’s preferred equity.

At what price did Gustavo Werneck buy GERDAU S.A. preferred shares?

Gustavo Werneck bought 165,224 GERDAU S.A. preferred shares at $4.73 per share. This price was reported in U.S. dollars, with a footnote noting that the original price was denominated in Brazilian reais and translated using a Central Bank of Brazil exchange rate.

What Restricted Stock Units does Gustavo Werneck still hold in GERDAU S.A. (GGB)?

Gustavo Werneck continues to hold several Restricted Stock Unit awards tied to GERDAU preferred shares. These RSUs carry exercise prices between $3.60 and $4.10 per share and have expiration dates ranging from February 12, 2027, through February 12, 2029, providing ongoing potential equity exposure.

How many GERDAU S.A. preferred shares does Gustavo Werneck own after this transaction?

After the reported open-market purchase, Gustavo Werneck directly holds 165,224 preferred shares of GERDAU S.A. This figure comes from the Form 4 field showing total shares following the transaction, indicating his updated direct non-derivative ownership in the company’s preferred stock.

What does transaction code P mean in GERDAU S.A. CEO’s Form 4 filing?

Transaction code P in the Form 4 indicates an open-market or private purchase of securities. In this case, it confirms that Gustavo Werneck actively bought 165,224 preferred shares of GERDAU S.A., rather than receiving them via an equity award, option exercise, or other non-market mechanism.

Are Gustavo Werneck’s GERDAU S.A. RSUs close to expiration?

The Restricted Stock Units reported for Gustavo Werneck have expiration dates between February 2027 and February 2029. That means none of the tranches were shown as expiring immediately in this filing, leaving several years of remaining life on these equity-based compensation instruments.