STOCK TITAN

GERDAU S.A. (GGB) chairman sells 99,200 preferred shares, reports major indirect stake

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

GERDAU S.A. Chairman of the Board of Directors Johannpeter Andre Bier Gerdau reported selling 99,200 preferred shares on August 10, 2026 at $4.94 per share, leaving 247,380 preferred shares held directly. The price is stated in U.S. dollars after conversion from Brazilian reais at an exchange rate of R$5.0963 per US$1.00.

He also reports direct holdings of restricted stock units over preferred shares, covering 106,519, 116,745, and 105,670 underlying shares that vest on February 12 of 2027, 2028, and 2029, respectively. Indirectly, entities associated through a multi-level ownership structure hold 702,952,615 common shares, and an immediate family member holds 1,282 preferred shares; he disclaims beneficial ownership beyond his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Johannpeter Andre Bier Gerdau
Role Insider
Sold 99,200 shs ($490K)
Type Security Shares Price Value
Sale Preferred shares F1 99,200 $4.94 $490K
holding Restricted Stock Units F1, F2 -- -- --
holding Restricted Stock Units F1, F3 -- -- --
holding Restricted Stock Units F1, F4 -- -- --
holding Common shares F5 -- -- --
holding Preferred shares -- -- --
Holdings After Transaction: Preferred shares — 247,380 shares (Direct); Restricted Stock Units — 328,934 shares (Direct); Common shares — 702,952,615 shares (Indirect, Remarks); Preferred shares — 1,282 shares (Indirect, Preferred shares held by an immediate family member (relationship: daughter).)
Footnotes (5)
  1. F1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the August 10, 2026 selling rate of R$5.0963 per US$1.00, as reported by the Central Bank of Brazil.
  2. F2. Restricted stock units vest on February 12, 2027.
  3. F3. Restricted stock units vest on February 12, 2028.
  4. F4. Restricted stock units vest on February 12, 2029.
  5. F5. See remarks below.
Preferred shares sold 99,200 shares Sale of preferred shares on August 10, 2026 by the chairman
Sale price per share $4.94 per share Price for the 99,200 preferred shares sold on August 10, 2026
Direct preferred shares after sale 247,380 shares Direct preferred share holdings following the reported transaction
Exchange rate used R$5.0963 per US$1.00 Rate used to translate Brazilian real prices into U.S. dollars on August 10, 2026
Indirect common share holdings 702,952,615 shares Common shares indirectly owned through affiliated entities, subject to pecuniary interest disclaimer
RSUs underlying shares vesting 2027 106,519 shares Restricted stock units over preferred shares vesting on February 12, 2027
RSUs underlying shares vesting 2028 116,745 shares Restricted stock units over preferred shares vesting on February 12, 2028
RSUs underlying shares vesting 2029 105,670 shares Restricted stock units over preferred shares vesting on February 12, 2029
Restricted Stock Units financial
"Restricted stock units vest on February 12, 2027."
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.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership ... except to the extent of their pecuniary interest"
indirect financial
"Common shares total_shares_following_transaction 702952615.0000 ownership_type indirect"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider transaction did GERDAU S.A. (GGB) report on August 10, 2026?

GERDAU S.A. reported that Chairman Johannpeter Andre Bier Gerdau sold 99,200 preferred shares on August 10, 2026 at a price of $4.94 per share, leaving 247,380 preferred shares held directly after the sale.

What are Johannpeter Andre Bier Gerdau’s remaining direct preferred share holdings in GGB?

After the August 10, 2026 sale, Johannpeter Andre Bier Gerdau directly holds 247,380 preferred shares of GERDAU S.A. These holdings are in addition to his reported restricted stock units and separate from the large indirect ownership structure disclosed.

What restricted stock units does the GGB chairman hold and when do they vest?

The chairman holds restricted stock units over preferred shares with underlying amounts of 106,519, 116,745, and 105,670 shares. These units vest on February 12, 2027, February 12, 2028, and February 12, 2029, respectively, as disclosed in the vesting footnotes.

How many GERDAU S.A. (GGB) common shares are reported as indirectly owned?

The filing reports 702,952,615 common shares as indirectly owned through a chain of entities. The chairman disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the entities holding them.

Was the GGB insider share sale executed under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox is not marked as affirmed, and there is no footnote stating that the August 10, 2026 sale was executed under a Rule 10b5-1 trading plan, indicating no such plan is disclosed here.

At what exchange rate were the GGB insider transaction prices converted?

The per-share price was originally denominated in Brazilian reais and translated into U.S. dollars using the August 10, 2026 selling rate of R$5.0963 per US$1.00, as reported by the Central Bank of Brazil and cited in the footnote.

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Learn about SEC filing dates
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*
Johannpeter Andre Bier Gerdau

(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)
Chairman of Board of Directors
2a. Foreign Trading Symbol
[GGBR]
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026
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 shares08/10/2026S99,200D$4.94(1)247,380D
Common shares702,952,615IRemarks(5)
Preferred shares1,282IPreferred shares held by an immediate family member (relationship: daughter).
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$3.83(1)02/12/2027(2)02/12/2027Preferred shares106,519106,519D
Restricted Stock Units$3.59(1)02/12/2028(3)02/12/2028Preferred shares116,745116,745D
Restricted Stock Units$4.09(1)02/12/2029(4)02/12/2029Preferred shares105,670105,670D
Explanation of Responses:
1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the August 10, 2026 selling rate of R$5.0963 per US$1.00, as reported by the Central Bank of Brazil.
2. Restricted stock units vest on February 12, 2027.
3. Restricted stock units vest on February 12, 2028.
4. Restricted stock units vest on February 12, 2029.
5. See remarks below.
Remarks:
The Reporting Person has a 25% interest in Jopar Participacoes S.A. Jopar Participacoes S.A. holds a 25% equity interest in INDAC Investimentos e Participacoes S.A. INDAC owns 57% of Grupo Gerdau Empreendimentos Ltda. INDAC holds 100% of Acoter Participacoes Ltda. Acoter Participacoes Ltda. owns the remaining 43% of Grupo Gerdau Empreendimentos Ltda. Grupo Gerdau Empreendimentos Ltda. together with INDAC hold 27.58% of Gerdau Metalurgica S.A. total shares. Gerdau Metalurgica S.A. is the direct controlling shareholder of the issuer, owning 35.56% of its shares. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Andre Bier Gerdau Johannpeter08/12/2026
** 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)