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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Dated May 14, 2025
Commission File Number 1-14878
GERDAU S.A.
(Translation of Registrant’s Name into English)
Av. Dra. Ruth Cardoso, 8,501 – 8° andar
São Paulo, São Paulo - Brazil CEP 05425-070
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
| Exhibit | Description of Exhibit |
| 99.1 | Notice to the Market, May 13, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 14, 2025
| GERDAU S.A. | ||
| By: | /s/ Rafael Dorneles Japur | |
| Name: | Rafael Dorneles Japur | |
| Title: | Executive Vice President Investor Relations Director | |
Exhibit 99.1
GERDAU S.A.
Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19
Registry (NIRE): 35300520696
NOTICE TO THE MARKET
Gerdau S.A. (B3: GGBR / NYSE: GGB) (“Company”) announces that the Executive Officers approved, on this date, its 19th issuance of unsecured, non-convertible debentures, in a single serie, for a total amount of R$1,375,000,000.00 (“Debentures” and “Issuance”, respectively).
The Issuance will be the carried out by means of a public offering, under automatic registration procedure, pursuant to CVM Resolution No. 160, dated July 13, 2022, through certain Brazilian placement agents, on a firm commitment basis, and targeting professional investors. The main characteristics of Debentures are:
| Main Characteristics | |
| Issuance Date | June 4, 2025 |
| Maturity Date | 7 years |
| Interest | DI Rate + 0.65% |
| Volume (R$) and Quantity | The total amount of the Issuance will be R$1,375,000,000.00 on the Issuance Date, with the issuance of 1,375,000 Debentures. |
The net proceeds from the Debentures will be used for general corporate purposes.
The main terms and conditions of the Issuance conditions are detailed in the minutes of the Company's Executive Officers' Meeting available on the websites of the Company’s Investor Relations (https://ri.gerdau.com/) and of CVM (https://sistemas.cvm.gov.br/).
This notice to the market is for information purposes only under the terms of the regulations in force and does not constitute and should not be construed as any effort to sell the Debentures.
São Paulo, May 13, 2025
Rafael Dorneles Japur
Executive Vice-President and
Investor Relations Officer