[SCHEDULE 13G/A] Gerdau S.A. SEC Filing

Rhea-AI Filing Summary

Matthews International (MATW) Q3-FY25 10-Q highlights:

• Top-line pressure: Sales fell 18% YoY to $349.4 million and are down 13% YTD to $1.18 billion, hurt by the May 1 divestiture of the SGK Brand Solutions business and softer demand in Industrial Technologies.
• SGK divestiture: Company contributed the majority of its Brand Solutions unit to Propelis Group, recognizing a $57.1 million pre-tax gain this quarter. Consideration received: 40% equity stake in Propelis (recorded at $213 million) and $50 million preferred equity.
• Earnings swing: Operating profit jumped to $75.2 million from $6.7 million last year, but excluding the SGK gain management’s operating profit was roughly $18 million. Net income rose to $15.4 million ($0.49 diluted EPS) versus $1.8 million; YTD EPS is $0.10.
• Margins: Q3 gross margin expanded 380 bps to 34.9% on improved Memorialization mix and lower SGK contribution.
• Balance sheet moves: Debt cut 9.5% YTD to $702.5 million; cash fell to $20.4 million after $12.1 million share repurchases and $24.7 million dividends. Equity climbed 17% to $513.8 million due mainly to FX translation gains (+$98.8 million) and the SGK transaction.
• Cash flow weak: YTD operating cash outflow of $33.9 million vs. +$43.3 million prior year, driven by working-capital build and tax on SGK gain; partly offset by $228 million SGK proceeds.
• Guidance: No forward guidance provided.

Key risks: revenue concentration in Memorialization, integration of Propelis stake, high leverage (Net debt ≈ $682 million, 4.16% avg. cost).

Positive

• $57.1 million gain from SGK sale lifted quarterly operating profit and strengthened equity.
• Debt reduced by $73.9 million YTD, lowering leverage and interest burden.
• Gross margin +380 bps YoY to 34.9%, reflecting favorable mix and divestiture impact.

Negative

• Revenue down 18% YoY and 13% YTD, indicating core demand weakness post-divestiture.
• Operating cash flow –$33.9 million YTD, reversing prior-year inflow.
• Net income only $3 million YTD; without SGK gain, profitability remains low.
• Goodwill impairment risk after $181 million decrease from divestiture could spotlight remaining units.

Insights

Equity Research Analyst

TL;DR: Sale of SGK boosts optics, but core revenue softness and negative cash flow temper enthusiasm.

The $57 million gain masks an 18% revenue decline and weak underlying earnings. Ex-gain EPS would be near breakeven. Memorialization remains stable, yet Industrial Technologies slipped 4% and Brand Solutions is now minority-owned, removing a growth lever. Net debt/EBITDA likely stays >3× despite 9% debt cut. Equity stake in Propelis offers upside, but it is illiquid and carries execution risk. Overall impact: neutral.

Credit Analyst

TL;DR: Leverage trending lower, liquidity adequate, but cash burn raises caution.

Debt reduced to $702 million and swaps limit rate risk; revolver covenant headroom intact. However, negative $34 million operating cash and $12 million buybacks signal ongoing free-cash challenges. SGK proceeds largely redeployed to investments, not deleveraging. Interest coverage (~3.0×) acceptable but sensitive to EBITDA normalization. Outlook: slightly credit-positive yet watch working capital.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

GERDAU SA

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

P2867P113

(CUSIP Number)

06/30/2025

(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 110,922,667.45
6	Shared Voting Power 0.00
7	Sole Dispositive Power 111,196,267.46
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

111,196,267.46

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)

8.5 %

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 111,196,267.46
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

111,196,267.46

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)

8.5 %

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: COMMON STOCK
(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: 111196267.46
(b)	Percent of class: 8.5 %
(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: 111196267.46
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
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 COMMON STOCK of GERDAU SA. No one other person's interest in the COMMON STOCK of GERDAU SA is more than five percent of the total outstanding COMMON STOCK.
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:	Richard Bourgelas
Name/Title:	Duly authorized under Power of Attorney effective as of May 23, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:	08/05/2025

Abigail P. Johnson

Signature:	Richard Bourgelas
Name/Title:	Duly authorized under Power of Attorney effective as of May 23, 2023, by and on behalf of Abigail P. Johnson*
Date:	08/05/2025

Comments accompanying signature: *This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on August 8, 2023, accession number: 0000315066-23-002397.

Exhibit Information

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

FAQ

Why did MATW's revenue decline in Q3 FY25?

Sales fell 18% mainly due to the divestiture of the SGK Brand Solutions business and softer Industrial Technologies demand.

What consideration did MATW receive for the SGK Brand Solutions sale?

MATW received a 40% equity interest in Propelis valued at $213 million and $50 million in preferred equity, plus cash proceeds of $228 million.

How much debt does Matthews International carry after the quarter?

Total debt is $702.5 million, down from $776.5 million at FY24 year-end; weighted average cost is about 4.16%.

What were MATW's earnings per share for Q3 FY25?

Diluted EPS was $0.49 compared with $0.06 in the prior-year quarter.

Did the company provide guidance for FY25?

No forward financial guidance was disclosed in the 10-Q filing.