STOCK TITAN

Gerdau vice-chairman sells 85,607 preferred shares

The Vice-Chairman’s reported direct preferred-share holding was zero after the sale, alongside three listed restricted-stock-unit tranches.

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

GERDAU S.A. (GGB) Vice-Chairman of Board Johannpeter Claudio sold 85,607 preferred shares on September 23, 2026, at a reported $4.94 per share, translated from Brazilian reais using the September 23 selling rate of R$5.1414 per US$1.00. His reported direct preferred-share holding afterward was zero. The report also lists direct restricted stock units tied to 106,519, 116,745 and 105,670 preferred shares, vesting on February 12, 2027, February 12, 2028 and February 12, 2029, respectively.

Positive

  • None.

Negative

  • None.
Insider Johannpeter Claudio
Role Insider
Sold 85,607 shs ($423K)
Type Security Shares Price Value
Sale Preferred shares F1 85,607 $4.94 $423K
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 — 0 shares (Direct); Restricted Stock Units — 328,934 contracts (Direct); Common shares — 702,952,615 shares (Indirect, Remarks); Preferred shares — 283 shares (Indirect, Preferred shares held by an immediate family member (relationship: son).)
Footnotes (5)
  1. F1. The price is denominated in Brazilian reais and has been translated into U.S. dollars at the September 23, 2026 selling rate of R$5.1414 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. The Reporting Person has a 20% interest in Klapar Participacoes S.A.. Klapar 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, jointly controls Gerdau Metalurgica S.A. 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.
Preferred shares sold 85,607 shares September 23, 2026
Reported sale price $4.94 per share Translated from Brazilian reais at the September 23, 2026 selling rate of R$5.1414 per US$1.00
Direct preferred shares after sale 0 shares Reported following the September 23, 2026 transaction
Underlying preferred shares in 2027 RSUs 106,519 shares Vest on February 12, 2027
Underlying preferred shares in 2028 RSUs 116,745 shares Vest on February 12, 2028
Underlying preferred shares in 2029 RSUs 105,670 shares Vest on February 12, 2029
Indirect common shares listed 702,952,615 shares Reported following the September 23, 2026 transaction; Claudio disclaims beneficial ownership except to the extent of his pecuniary interest
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
"except to the extent of their pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of the reported securities"
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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many GGB preferred shares did the Vice-Chairman sell, and at what price?

Johannpeter Claudio sold 85,607 preferred shares on September 23, 2026, at a reported $4.94 per share. The price was denominated in Brazilian reais and translated at the September 23, 2026 selling rate of R$5.1414 per US$1.00. His reported direct preferred-share holding afterward was zero.

What restricted stock units are listed for GGB’s Vice-Chairman?

The reported direct restricted stock units are tied to 106,519 preferred shares vesting February 12, 2027, 116,745 vesting February 12, 2028, and 105,670 vesting February 12, 2029. Their reported conversion or exercise prices were $3.79, $3.56 and $4.05 per share, respectively, translated from Brazilian reais at R$5.1414 per US$1.00.

Was the GGB Vice-Chairman’s sale reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for the September 23, 2026 sale.

How many GGB common shares are listed as indirectly held?

702,952,615 common shares are listed as indirectly held through entities. Claudio’s footnote states that he has a 20% interest in Klapar Participacoes S.A. and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 Claudio

(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)
Vice-Chairman of Board
2a. Foreign Trading Symbol
[GGBR]
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026
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 shares09/23/2026S85,607D$4.94(1)0D
Common shares702,952,615IRemarks(5)
Preferred shares283IPreferred shares held by an immediate family member (relationship: son).
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$3.79(1)02/12/2027(2)02/12/2027Preferred shares106,519106,519D
Restricted Stock Units$3.56(1)02/12/2028(3)02/12/2028Preferred shares116,745116,745D
Restricted Stock Units$4.05(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 September 23, 2026 selling rate of R$5.1414 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. The Reporting Person has a 20% interest in Klapar Participacoes S.A.. Klapar 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, jointly controls Gerdau Metalurgica S.A. 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/Claudio Johannpeter09/25/2026
** 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)

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