FMR discloses 7.9% Gerdau (NYSE: GGB) preferred share stake

Rhea-AI Filing Summary

FMR LLC and Abigail P. Johnson report a significant passive ownership position in Gerdau SA preferred shares. As of 12/31/2025, they beneficially own 101,382,905.02 preferred shares, representing 7.9% of the class.

FMR LLC has sole voting power over 101,192,692.00 shares and sole dispositive power over 101,382,905.02 shares. Abigail P. Johnson reports sole dispositive power over the same 101,382,905.02 shares but no voting power. The securities are certified as held in the ordinary course of business, not to change or influence control of Gerdau SA.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

GERDAU SA

(Name of Issuer)

PREFERRED SHARES

(Title of Class of Securities)

P2867P113

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. P2867P113

1

Names of Reporting Persons

FMR LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 101,192,692.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 101,382,905.02
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

101,382,905.02

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. P2867P113

1

Names of Reporting Persons

Abigail P. Johnson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 101,382,905.02
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

101,382,905.02

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GERDAU SA
(b)	Address of issuer's principal executive offices: AV DOUTORA RUTH CARDOSO,8,501, 8TH FLOOR,SAO PAULO, SP,D5,05425-070
Item 2.
(a)	Name of person filing: FMR LLC
(b)	Address or principal business office or, if none, residence: 245 Summer Street, Boston, Massachusetts 02210
(c)	Citizenship: Not applicable
(d)	Title of class of securities: PREFERRED SHARES
(e)	CUSIP No.: P2867P113
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 101382905.02
(b)	Percent of class: 7.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page.
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 101382905.02
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the PREFERRED SHARES of GERDAU SA. No one other person's interest in the PREFERRED SHARES of GERDAU SA is more than five percent of the total outstanding PREFERRED SHARES.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See attached Exhibit 99.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FMR LLC

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:	02/04/2026

Abigail P. Johnson

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:	02/04/2026

Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

Exhibit Information

Please see Exhibit 99 for 13d-1(k) (1) agreement.

FAQ

What ownership stake in Gerdau SA (GGB) does FMR LLC report?

FMR LLC reports beneficial ownership of 101,382,905.02 Gerdau SA preferred shares, representing 7.9% of that share class. This position gives FMR LLC a notable but minority stake, with specific voting and dispositive powers detailed in the Schedule 13G/A filing.

Who are the reporting persons in this Gerdau SA (GGB) Schedule 13G/A?

The reporting persons are FMR LLC and Abigail P. Johnson. FMR LLC is a Delaware entity, while Abigail P. Johnson is a United States citizen. Both report beneficial ownership of the same block of Gerdau SA preferred shares, with differing voting authority.

What voting and dispositive powers does FMR LLC have over Gerdau SA preferred shares?

FMR LLC has sole voting power over 101,192,692.00 Gerdau SA preferred shares and sole dispositive power over 101,382,905.02 shares. It reports no shared voting or shared dispositive power, indicating centralized control of these rights within the FMR complex.

What powers does Abigail P. Johnson report over Gerdau SA (GGB) preferred shares?

Abigail P. Johnson reports sole dispositive power over 101,382,905.02 Gerdau SA preferred shares and no voting power. She also reports no shared voting or shared dispositive power. Her reported beneficial ownership matches FMR LLC’s aggregate amount and 7.9% percentage.

Is FMR LLC’s stake in Gerdau SA reported as a passive investment?

Yes. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Gerdau SA, consistent with a passive Schedule 13G-type ownership position.

Do other parties have rights to income from Gerdau SA preferred shares held by FMR LLC?

One or more other persons are known to have rights to receive dividends or sale proceeds from the Gerdau SA preferred shares. However, no single other person’s interest relates to more than five percent of the total outstanding preferred shares, according to the disclosure.