Gerdau (NYSE: GGB) executive sells 38,276 preferred shares at $4.51

Rhea-AI Filing Summary

Gerdau S.A. senior manager Uhlein Clemir sold 38,276 preferred shares in an open-market transaction at $4.51 per share on April 28, 2026. After this sale, he reported no directly held preferred shares. However, he continues to hold restricted stock units tied to 4,038, 4,117 and 3,570 underlying preferred shares, with exercise prices of $4.18, $3.67 and $3.91, expiring in 2028 and 2027. The reported dollar share price reflects conversion from Brazilian reais using an exchange rate of R$4.9878 per US$1.00.

Insider Trade Summary

Net Seller: 38,276 shares ($172,625)

Net Sell 4 txns

Insider Uhlein Clemir

Role null

Sold 38,276 shs ($173K)

Type	Security	Shares	Price	Value
Sale	Preferred shares	38,276	$4.51	$173K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Preferred shares — 0 shares (Direct, null); Restricted Stock Units — 3,570 shares (Direct, null)

Footnotes (1)

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Key Figures

Preferred shares sold: 38,276 shares Sale price: $4.51 per share Direct preferred holdings after sale: 0 shares +4 more

7 metrics

Preferred shares sold 38,276 shares Open-market sale on April 28, 2026

Sale price $4.51 per share Preferred share sale on April 28, 2026

Direct preferred holdings after sale 0 shares Total shares following transaction

RSUs underlying shares (grant 1) 4,038 shares at $4.18 Restricted stock units expiring February 12, 2028

RSUs underlying shares (grant 2) 4,117 shares at $3.67 Restricted stock units expiring February 12, 2028

RSUs underlying shares (grant 3) 3,570 shares at $3.91 Restricted stock units expiring February 12, 2027

FX rate used R$4.9878 per US$1.00 Conversion of Brazilian real prices on April 28, 2026

Key Terms

Restricted Stock Units, open-market sale, Preferred shares, Central Bank of Brazil, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" with underlying 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 sale financial

"transaction_action: "open-market sale" for preferred shares"

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" in 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.

Central Bank of Brazil financial

"reported by the Central Bank of Brazil in the footnote"

selling rate financial

"translated into U.S. dollars at the April 28, 2026 selling rate"

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^*

Uhlein Clemir

(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)
			Senior Management

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		38,276	D	$4.51(1)	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	$3.91(1)							02/12/2027	02/12/2027	Preferred shares	3,570		3,570	D
Restricted Stock Units	$3.67(1)							02/12/2028	02/12/2028	Preferred shares	4,117		4,117	D
Restricted Stock Units	$4.18(1)							02/12/2028	02/12/2028	Preferred shares	4,038		4,038	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.

	/s/ Clemir Uhlein	04/30/2026
	** 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 for Uhlein Clemir?

Gerdau reported that senior manager Uhlein Clemir executed an open-market sale of 38,276 preferred shares at $4.51 per share. The transaction left him with no directly held preferred shares, though he still holds several restricted stock unit grants tied to preferred shares.

At what price did Uhlein Clemir sell Gerdau (GGB) preferred shares?

The preferred shares were sold at $4.51 per share, based on a Brazilian real price translated at R$4.9878 per US$1.00. This exchange rate was taken from the Central Bank of Brazil’s selling rate on April 28, 2026, for reporting in U.S. dollars.

How many Gerdau (GGB) preferred shares does Uhlein Clemir hold after this Form 4?

Following the reported sale, Uhlein Clemir reported owning zero directly held preferred shares. However, he retains restricted stock units that can convert into 4,038, 4,117 and 3,570 underlying preferred shares upon vesting and exercise under their respective terms.

What restricted stock units linked to Gerdau (GGB) does Uhlein Clemir still hold?

He holds restricted stock units referencing 4,038 preferred shares at a $4.18 exercise price, 4,117 shares at $3.67, and 3,570 shares at $3.91. These units have expiration dates in 2028 and 2027, indicating potential future equity exposure if exercised.

When do Uhlein Clemir’s Gerdau (GGB) restricted stock units expire?

Two restricted stock unit grants tied to 4,038 and 4,117 underlying preferred shares expire on February 12, 2028. A third grant, tied to 3,570 underlying preferred shares, expires on February 12, 2027. These dates reflect the outside limit for exercising the awards.

How many Gerdau (GGB) shares did Uhlein Clemir sell according to this Form 4?

The Form 4 shows a sale of 38,276 preferred shares in a single non-derivative transaction. It is classified as an open-market or private sale under transaction code “S,” and the filing indicates zero directly held preferred shares after this transaction.