STOCK TITAN

Gerdau EVP granted 107,749 RSUs at $3.75

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GERDAU S.A. (GGB) reported that Executive Vice President Marcos Eduardo Faraco received a grant of 107,749 Restricted Stock Units on July 15, 2026. Each unit corresponds to one preferred share at a conversion price of $3.75 (translated from Brazilian reais) and is scheduled to become exercisable on August 1, 2027. Footnotes state this grant reflects additional units from an amendment to his long term incentive plan, increasing the shares attributable to the plan from 71,832 to 179,581.

The filing also lists existing Restricted Stock Unit positions over several maturities through 2029, and indicates that Faraco currently holds no preferred shares directly.

Positive

  • None.

Negative

  • None.
Insider Wahrhaftig Marcos Eduardo Faraco
Role Insider
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 107,749 $3.75 $404K
holding Restricted Stock Units F1 -- -- --
holding Restricted Stock Units F1 -- -- --
holding Restricted Stock Units F1 -- -- --
holding Restricted Stock Units F1 -- -- --
holding Restricted Stock Units F1 -- -- --
holding Preferred shares -- -- --
Holdings After Transaction: Restricted Stock Units — 429,946 contracts for 322,197 underlying shares (Direct); Preferred shares — 0 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. Reflects 107,749 additional restricted stock units granted pursuant to an amendment to the reporting person long term incentive plan agreement executed on July 15, 2026, representing the difference between the 179,581 shares attributable to the plan following the amendment and the 71,832 shares previously reported.
Restricted Stock Units granted 107,749 units Additional RSUs granted July 15, 2026 under amended long term incentive plan
Conversion price for new RSUs $3.75 per share Exercise price for 107,749 RSUs expiring August 1, 2027
Exchange rate R$5.0821 per US$1.00 Rate used to translate RSU price from Brazilian reais as of April 9, 2026
Shares attributable to plan after amendment 179,581 shares Total shares linked to Faraco’s long term incentive plan after July 15, 2026 amendment
Previously reported plan shares 71,832 shares Shares attributable to the plan before the July 15, 2026 amendment
RSUs expiring 2027-02-12 6,395 underlying shares at $3.84 Direct Restricted Stock Units tied to preferred shares expiring February 12, 2027
Direct preferred shares 0.0000 shares Total preferred shares held directly after reported transactions
Restricted Stock Units financial
"security_title: "Restricted Stock Units""
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.
long term incentive plan financial
"granted pursuant to an amendment to the reporting person long term incentive plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
exercise price financial
"conversion_or_exercise_price": "3.7500""
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.
expiration date financial
"expiration_date": "2029-02-12""
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
Central Bank of Brazil financial
"as reported by the Central Bank of Brazil."

FAQ

What insider transaction did GGB report for Marcos Eduardo Faraco on July 15, 2026?

GERDAU S.A. reported that Executive Vice President Marcos Eduardo Faraco received a grant of 107,749 Restricted Stock Units on July 15, 2026, linked to preferred shares under the company’s long term incentive plan, with a stated conversion price of $3.75 per underlying share.

How was the $3.75 price for the GGB Restricted Stock Units determined?

The filing states the price is denominated in Brazilian reais and translated into U.S. dollars using the April 9, 2026 selling rate of R$5.0821 per US$1.00, as reported by the Central Bank of Brazil, resulting in the reported $3.75 per unit figure.

What change to Marcos Eduardo Faraco’s long term incentive plan does GGB disclose?

GERDAU S.A. discloses that an amendment to Marcos Eduardo Faraco’s long term incentive plan agreement resulted in 107,749 additional Restricted Stock Units, increasing the shares attributable to the plan from 71,832 to 179,581 linked preferred shares.

When do the newly granted GGB Restricted Stock Units become exercisable and when do they expire?

The 107,749 newly granted Restricted Stock Units are scheduled to become exercisable on August 1, 2027 and have an expiration date of August 1, 2027, as stated in the filing, matching the exercise and expiration dates for that grant.

Does Marcos Eduardo Faraco hold GGB preferred shares directly after this Form 4?

The filing lists a holding entry for preferred shares with total shares following the transaction of 0.0000, indicating that Marcos Eduardo Faraco has no directly held preferred shares reported in this Form 4, while retaining various Restricted Stock Unit positions.

What other GGB Restricted Stock Unit positions for Marcos Eduardo Faraco are disclosed?

The derivative summary lists several direct Restricted Stock Unit positions tied to preferred shares, including 6,395 underlying shares at $3.84 expiring in 2027, 71,832 at $3.75 expiring in 2027, 229,331 at $3.73 expiring in 2027, 7,789 at $3.60 expiring in 2028, and 6,850 at $4.10 expiring in 2029.

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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*
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)
07/15/2026
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 shares0D
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
Restricted Stock Units$3.75(1)07/15/2026(2)A107,74908/01/202708/01/2027Preferred shares107,749$3.75107,749D
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. Reflects 107,749 additional restricted stock units granted pursuant to an amendment to the reporting person long term incentive plan agreement executed on July 15, 2026, representing the difference between the 179,581 shares attributable to the plan following the amendment and the 71,832 shares previously reported.
/s/ Marcos Eduardo Faraco Wahrhaftig08/27/2026
** 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)