STOCK TITAN

Gerdau (NYSE: GGB) EVP sells 12,419 preferred shares, retains RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Gerdau S.A. Executive Vice President Marcos Eduardo Faraco reported an open-market sale of 12,419 preferred shares on April 9, 2026 at a weighted average price of $4.06 per share, leaving him with no directly held preferred shares after the transaction.

According to the footnotes, the sale price is based on a Brazilian real quotation translated using an April 9, 2026 selling rate of R$5.0821 per US$1.00, and the shares were sold in multiple trades between $4.05 and $4.06. He continues to hold several Restricted Stock Unit awards over preferred shares, including grants with exercise prices between $3.60 and $4.10 and expiration dates from 2027 to 2029.

Positive

  • None.

Negative

  • None.
Insider Wahrhaftig Marcos Eduardo Faraco
Role Insider
Sold 12,419 shs ($50K)
Type Security Shares Price Value
Sale Preferred shares 12,419 $4.06 $50K
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 — 0 shares (Direct); Restricted Stock Units — 6,395 shares (Direct)
Footnotes (1)
  1. 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. The price reported in Column 4 is a weighted average price. There shares were sold in multiple transactions at prices ranging from $4.05 to $4.06, inclusive.
Shares sold 12,419 preferred shares Open-market sale on April 9, 2026
Weighted average sale price $4.06 per share Preferred share sale on April 9, 2026
Sale price range $4.05–$4.06 per share Multiple sale transactions, weighted average basis
FX selling rate R$5.0821 per US$1.00 Conversion rate used for April 9, 2026 transaction pricing
RSU exercise price $3.73 per share Restricted Stock Units expiring September 1, 2027
Underlying RSU shares 229,331 preferred shares Largest single RSU award expiring September 1, 2027
Restricted Stock Units financial
"He continues to hold several Restricted Stock Unit awards 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.
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.
preferred shares financial
"open-market sale of 12,419 preferred shares on April 9, 2026"
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.
selling rate financial
"translated into U.S. dollars at the April 9, 2026 selling rate of R$5.0821 per US$1.00"
Central Bank of Brazil financial
"as reported by the Central Bank of Brazil"
SEC Form 4
FORM 4UNITED 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*
Wahrhaftig Marcos Eduardo Faraco

(Last)(First)(Middle)
AVENUE DOUTORA RUTH DE CARDOSO, 8501
8TH FLOOR, PINHEIROS

(Street)
SAO PAULOSAO PAULO05425-070

(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)
Director10% Owner
Officer (give title below)XOther (specify below)
Executive Vice President
2a. Foreign Trading Symbol
[GGBR]
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Preferred shares04/09/2026S12,419D$4.06(1)(2)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$3.84(1)02/12/202702/12/2027Preferred shares6,3956,395D
Restricted Stock Units$3.75(1)08/01/202708/01/2027Preferred shares71,83271,832D
Restricted Stock Units$3.73(1)09/01/202709/01/2027Preferred shares229,331229,331D
Restricted Stock Units$3.6(1)02/12/202802/12/2028Preferred shares7,7897,789D
Restricted Stock Units$4.1(1)02/12/202902/12/2029Preferred shares6,8506,850D
Explanation of Responses:
1. 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.
2. The price reported in Column 4 is a weighted average price. There shares were sold in multiple transactions at prices ranging from $4.05 to $4.06, inclusive.
/s/ Marcos Eduardo Faraco Wahrhaftig04/13/2026
** Signature of Reporting PersonDate
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 Marcos Eduardo Faraco?

Gerdau reported that Executive Vice President Marcos Eduardo Faraco sold 12,419 preferred shares in an open-market transaction at a weighted average price of $4.06 per share, and he no longer holds any preferred shares directly after this sale.

At what price did the Gerdau (GGB) insider sell 12,419 preferred shares?

The preferred shares were sold at a weighted average price of $4.06 per share, with individual trades executed in a narrow range between $4.05 and $4.06, according to the Form 4 footnote disclosure.

How was the Gerdau (GGB) insider sale price translated from Brazilian reais?

The reported dollar price reflects a conversion from Brazilian reais using the April 9, 2026 selling rate of R$5.0821 per US$1.00, as reported by the Central Bank of Brazil, providing a consistent exchange-rate basis for the transaction.

Does the Gerdau (GGB) executive still have exposure through Restricted Stock Units?

Yes. After selling his directly held preferred shares, Marcos Eduardo Faraco continues to hold several Restricted Stock Unit awards over preferred shares, with exercise prices between $3.60 and $4.10 and expiration dates ranging from 2027 to 2029, maintaining ongoing equity exposure.

What is the largest single RSU position reported for the Gerdau (GGB) executive?

One disclosed Restricted Stock Unit award covers 229,331 underlying preferred shares at an exercise price of $3.73, with an expiration date of September 1, 2027, illustrating a substantial retained position linked to the company’s preferred equity.

What type of Form 4 transaction code was used in the Gerdau (GGB) filing?

The sale of 12,419 preferred shares was reported with transaction code “S,” which corresponds to a sale in an open-market or private transaction, confirming that it was a standard disposition rather than an option exercise, gift, or tax-related withholding.