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6-K 1 tm2522016d1_6k.htm FORM 6-K

 

 

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 July 31, 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   GERDAU S.A. Condensed consolidated interim financial statements as of June 30, 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: July 31, 2025

 

  GERDAU S.A.
   
  By: /s/ Rafael Dorneles Japur
  Name: Rafael Dorneles Japur
  Title: Executive Vice President
    Investor Relations Director

 

 

 

EX-99.1 2 tm2522016d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements

 

as of June 30, 2025

 

 


 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

    Note     June 30, 2025     December 31, 2024  
CURRENT ASSETS                      
Cash and cash equivalents   4       8,500,933       7,767,813  
Short-term investments   4       472,917       509,030  
Trade accounts receivable - net   5       5,799,331       5,176,958  
Inventories   6       16,042,458       16,504,911  
Tax credits           1,065,641       1,153,122  
Income and social contribution taxes recoverable           712,486       914,395  
Dividends receivable           3,577       125  
Fair value of derivatives   14       18,861       16,921  
Other current assets           690,648       626,148  
            33,306,852       32,669,423  
                       
NON-CURRENT ASSETS                      
Tax credits           1,900,999       1,744,387  
Deferred income taxes           2,294,001       2,427,648  
Judicial deposits   15       343,639       332,560  
Other non-current assets           264,959       358,806  
Prepaid pension cost           846       9,716  
Fair value of derivatives   14       14,520       35,947  
Investments in associates and joint ventures   8       3,956,460       4,222,317  
Goodwill   10       12,260,053       13,853,114  
Leasing           1,311,781       1,168,694  
Other Intangibles           414,093       400,567  
Property, plant and equipment, net           30,785,867       29,591,314  
            53,547,218       54,145,070  
                       
TOTAL ASSETS           86,854,070       86,814,493  

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 


 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

    Note     June 30, 2025     December 31, 2024  
CURRENT LIABILITIES                      
Trade accounts payable - domestic market   11       4,346,815       3,892,296  
Trade accounts payable - debtor risk   11       410,339       459,899  
Trade accounts payable - imports   11       810,204       1,365,909  
Short-term debt   12       2,511,694       697,049  
Debentures   13       41,736       37,988  
Taxes payable           403,353       411,420  
Income and social contribution taxes payable           87,586       346,208  
Payroll and related liabilities           784,300       918,612  
Leasing payable           410,220       430,727  
Employee benefits           -       186  
Environmental liabilities           307,807       245,429  
Fair value of derivatives   14       1,187       1,747  
Other current liabilities           1,406,757       2,043,921  
            11,521,998       10,851,391  
                       
NON-CURRENT LIABILITIES                      
Long-term debt   12       11,174,675       9,110,972  
Debentures   13       4,362,254       3,790,475  
Deferred income taxes           46,438       163,138  
Provision for tax, civil and labor liabilities   15       2,305,293       2,328,849  
Environmental liabilities           307,187       413,653  
Employee benefits           470,609       545,206  
Leasing payable           1,018,831       849,942  
Other non-current liabilities           522,578       587,081  
            20,207,865       17,789,316  
                       
EQUITY   17                  
Capital           24,273,225       24,273,225  
Capital reserves           11,597       11,597  
Treasury stocks           (565,507 )     (734,278 )
Retained earnings           23,143,017       24,238,217  
Transactions with non-controlling interests without change of control           (2,904,670 )     (2,904,670 )
Other reserves           10,965,306       13,064,668  
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT           54,922,968       57,948,759  
                       
NON-CONTROLLING INTERESTS           201,239       225,027  
                       
EQUITY           55,124,207       58,173,786  
                       
TOTAL LIABILITIES AND EQUITY           86,854,070       86,814,493  

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 


 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

          For the three-month period ended     For the six-month period ended  
    Note     Jun 30, 2025     June 30, 2024     Jun 30, 2025     June 30, 2024  
NET SALES           17,525,750       16,615,817       34,901,086       32,826,080  
                                       
Cost of sales   20       (15,495,203 )     (14,428,921 )     (30,923,986 )     (28,219,465 )
                                       
GROSS PROFIT           2,030,547       2,186,896       3,977,100       4,606,615  
                                       
Selling expenses   20       (205,407 )     (186,192 )     (399,319 )     (369,199 )
General and administrative expenses   20       (351,505 )     (344,470 )     (700,463 )     (662,399 )
Other operating income   20       77,346       154,906       101,721       199,902  
Other operating expenses   20       (89,456 )     (196,124 )     (136,930 )     (274,980 )
Recovery of Eletrobras Compulsory Loan   20       -       100,860       -       100,860  
Results in operations with joint ventures   3.4       -       -       -       808,367  
Impairment of financial assets   20       (2,631 )     (4,264 )     (6,579 )     (24,358 )
Impairment of assets   23       -       (199,627 )     -       (199,627 )
Equity in earnings of unconsolidated companies   8       26,443       108,082       35,713       187,198  
                                       
INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES           1,485,337       1,620,067       2,871,243       4,372,379  
                                       
Financial income   21       140,766       185,285       294,848       359,959  
Financial expenses   21       (456,639 )     (371,732 )     (893,288 )     (714,930 )
Buyback of bonds   12.b     (39,646 )     -       (39,646 )     -  
Exchange variations, net   21       28,074       (377,789 )     34,315       (698,424 )
Losses on financial instruments, net   21       (7,294 )     (33,042 )     (38,856 )     (19,630 )
                                       
INCOME BEFORE TAXES           1,150,598       1,022,789       2,228,616       3,299,354  
                                       
   Current   7       (348,373 )     (289,515 )     (623,193 )     (639,543 )
   Deferred   7       62,272       133,707       16,878       260,042  
Income and social contribution taxes           (286,101 )     (155,808 )     (606,315 )     (379,501 )
                                       
NET INCOME           864,497       866,981       1,622,301       2,919,853  
                                       
ATTRIBUTABLE TO:                                      
Owners of the parent           856,286       859,110       1,605,779       2,902,892  
Non-controlling interests           8,211       7,871       16,522       16,961  
            864,497       866,981       1,622,301       2,919,853  
                                       
Basic earnings per share - preferred - (R$)   18       0.43       0.41       0.79       1.38  
Basic earnings per share - common - (R$)   18       0.43       0.41       0.79       1.38  
                                       
Diluted earnings per share - preferred - (R$)   18       0.42       0.41       0.79       1.37  
Diluted earnings per share - common - (R$)   18       0.42       0.41       0.79       1.37  

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 


 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

    For the three-month period ended     For the six-month period ended  
    Jun 30, 2025     June 30, 2024     Jun 30, 2025     June 30, 2024  
Net income for the period     864,497       866,981       1,622,301       2,919,853  
Items that may be reclassified subsequently to profit or loss                                
Other comprehensive income from associates and joint ventures     347,677       47,401       (85,746 )     165,316  
Cumulative translation adjustment     (1,689,016 )     3,113,159       (3,675,815 )     4,443,855  
Recycling of cumulative translation adjustment to net income     -       -       -       (407,560 )
Unrealized (Losses) Gains on net investment hedge     96,950       (232,157 )     284,021       (295,865 )
Unrealized losses on financial instruments, net of tax     -       (4,107 )     -       (4,399 )
      (1,244,389 )     2,924,296       (3,477,540 )     3,901,347  
                                 
Total comprehensive income for the period, net of tax     (379,892 )     3,791,277       (1,855,239 )     6,821,200  
                                 
Total comprehensive income attributable to:                                
      Owners of the parent     (384,872 )     3,769,442       (1,857,993 )     6,786,363  
      Non-controlling interests     4,980       21,835       2,754       34,837  
      (379,892 )     3,791,277       (1,855,239 )     6,821,200  

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 


 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

in thousands of Brazilian reais (R$)

(Unaudited)

 

  Attributed to parent company's interest     Total parent
company's interest
    Non-controlling
interests
    Total
Shareholder's Equity
                      Retained earnings       Other Reserves                  
    Capital     Treasury
stocks
    Capital
Reserve
    Legal reserve     Tax Incentives
Reserve
    Investments
and working
capital reserve
    Retained
earnings
    Operations
with non-
controlling
interests
    Gains and
losses on net
investment
hedge
    Gains and
losses on
financial
instruments
    Cumulative
translation
adjustment
    Pension plan     Long term
incentive plan
                   
Balance as of January 1, 2024     20,215,343     (150,182 )   11,597     2,528,673     2,914,226     20,471,931     -     (2,904,670 )   (8,831,146 )   (11,951 )   14,504,471     176,612     134,055     49,058,959     179,904     49,238,863  
2024 Changes in Equity                                                                                                  
Net income     -     -     -     -     -     -     2,902,892     -     -     -     -     -     -     2,902,892     16,961     2,919,853  
Other comprehensive income (loss) recognized in the period     -     -     -     -     -     -     -     -     (295,865 )   (4,399 )   4,183,735     -     -     3,883,471     17,876     3,901,347  
Total comprehensive income (loss) recognized in the period     -     -     -     -     -     -     2,902,892     -     (295,865 )   (4,399 )   4,183,735     -     -     6,786,363     34,837     6,821,200  
Increase in Capital through capitalization of Retained earnings     4,057,882     -     -     -     -     (4,057,882 )   -     -     -     -     -     -     -     -     -     -  
Long term incentive plan cost recognized in the period     -     -     -     -     -     -     -     -     -     -     -     -     (4,906 )   (4,906 )   18     (4,888 )
Long term incentive plan exercised during the period     -     52,889     -     -     -     1,250     -     -     -     -     -     -     -     54,139     13     54,152  
Effects of interest changes in subsidiaries     -     -     -     -     -     -     -     -     -     -     -     -     -     -     (2,838 )   (2,838 )
Dividend in excess of the minimum estatutory undistributed in 2023     -     -     -     -     -     (175,233 )   -     -     -     -     -     -     -     (175,233 )   -     (175,233 )
Dividends/interest on equity     -     -     -     -     -     -     (589,013 )   -     -     -     -     -     -     (589,013 )   (337 )   (589,350 )
Balance as of June 30, 2024     24,273,225     (97,293 )   11,597     2,528,673     2,914,226     16,240,066     2,313,879     (2,904,670 )   (9,127,011 )   (16,350 )   18,688,206     176,612     129,149     55,130,309     211,597     55,341,906  
                                                                                                   
Balance as of December 31, 2024 (Note 17)     24,273,225     (734,278 )   11,597     2,756,989     2,914,226     18,567,002     -     (2,904,670 )   (9,389,675 )   (12,734 )   22,055,099     215,370     196,608     57,948,759     225,027     58,173,786  
2025 Changes in Equity                                                                                                  
Net income     -           -     -     -     -     1,605,779     -     -     -     -     -           1,605,779     16,522     1,622,301  
Other comprehensive income (loss) recognized in the period     -           -     -     -     -     -     -     284,021     -     (3,747,793 )   -           (3,463,772 )   (13,768 )   (3,477,540 )
Total comprehensive income (loss) recognized in the period     -     -     -     -     -     -     1,605,779     -     284,021     -     (3,747,793 )   -     -     (1,857,993 )   2,754     (1,855,239 )
Effects of the share buyback program     -     (772,504 )   -     -     -     -     -     -     -     -     -     -     -     (772,504 )   -     (772,504 )
Cancellation of treasury stocks     -     889,571     -     -     -     (889,571 )   -     -     -     -     -     -     -     -     -     -  
Long term incentive plan cost recognized in the period     -     -     -     -     -     -     -     -     -     -     -     -     (284 )   (284 )   (57 )   (341 )
Long term incentive plan exercised during the period     -     51,704     -     -     -     (2,357 )   -     -     -     -     -     -     -     49,347     10     49,357  
Effects of interest changes in subsidiaries     -     -     -     -     -     -     -     -     -     -     -     -     -     -     (4,787 )   (4,787 )
Dividend in excess of the minimum estatutory undistributed in 2024     -     -     -     -     -     (203,272 )   -     -     -     -     -     -     -     (203,272 )   -     (203,272 )
Dividends/interest on equity     -     -     -     -     -     -     (241,085 )   -     -     -     -     -     -     (241,085 )   (21,708 )   (262,793 )
Balance as of June 30, 2025 (Note 17)     24,273,225     (565,507 )   11,597     2,756,989     2,914,226     17,471,802     1,364,694     (2,904,670 )   (9,105,654 )   (12,734 )   18,307,306     215,370     196,324     54,922,968     201,239     55,124,207  

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 


 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of Brazilian reais (R$)

(Unaudited)  

 

        For the six-month period ended  
    Note   Jun 30, 2025     June 30, 2024  
Cash flows from operating activities                    
Net income for the period         1,622,301       2,919,853  
Adjustments to reconcile net income for the period to net cash provided by operating activities:                    
Depreciation and amortization   20     1,810,379       1,497,105  
Impairment of assets   23     -       199,627  
Equity in earnings of unconsolidated companies   8     (35,713 )     (187,198 )
Exchange variation, net   21     (34,315 )     698,424  
Gains and losses on derivative financial instruments, net   21     38,856       19,630  
Post-employment benefits         145,762       129,186  
Long-term incentive plans         82,232       75,588  
Income tax   7     606,315       379,501  
Losses on disposal of property, plant and equipment         20,260       24,301  
Results in operations with joint ventures         -       (808,367 )
Impairment of financial assets         6,579       24,358  
Provision of tax, civil, labor and environmental liabilities, net         (27,370 )     92,341  
Tax credits recovery         -       (100,860 )
Interest income on short-term investments         (72,693 )     (145,247 )
Interest expense on debt and debentures   21     573,375       365,501  
Interest expense on lease liabilities         66,391       69,106  
Reversal of net realizable value adjustment in inventory, net   6     (7,454 )     (31,099 )
          4,794,905       5,221,750  
Changes in assets and liabilities                    
Decrease (Increase) in trade accounts receivable         (938,903 )     (534,928 )
Decrease (Increase) in inventories         (333,718 )     (277,048 )
(Decrease) Increase in trade accounts payable         219,511       (524,996 )
Increase in other receivables         (10,538 )     (27,352 )
(Decrease) Increase in other payables         (587,477 )     (66,950 )
Dividends from associates and joint ventures         27,103       13,729  
Purchases of short-term investments         (489,680 )     (585,790 )
Proceeds from maturities and sales of short-term investments         622,257       1,320,655  
Cash provided by operating activities         3,303,460       4,539,070  
                     
Interest paid on loans and financing         (547,286 )     (409,533 )
Interest paid on lease liabilities         (66,391 )     (69,106 )
Income and social contribution taxes paid         (774,451 )     (1,293,610 )
Net cash provided by operating activities         1,915,332       2,766,821  
                     
Cash flows from investing activities                    
Purchases of property, plant and equipment   9     (3,498,150 )     (2,253,652 )
Proceeds from sales of property, plant and equipment, investments and other intangibles         30,066       1,505,257  
Additions in other intangibles         (74,388 )     (81,427 )
Payment for acquisition of company control   3.4     (673,272 )     -  
Capital increase in joint ventures   8     (88,800 )     (65,043 )
Net cash used in investing activities         (4,304,544 )     (894,865 )
                     
Cash flows from financing activities                    
Purchases of treasury stocks         (772,504 )     -  
Dividends and interest on capital paid         (463,399 )     (761,385 )
Proceeds from loans and financing         8,144,166       1,954,889  
Repayment of loans and financing         (2,907,289 )     (1,409,472 )
Leasing payment         (234,908 )     (217,789 )
Intercompany loans, net         -       2,738  
Net cash provided (used) in financing activities         3,766,066       (431,019 )
                     
Exchange variation on cash and cash equivalents         (643,734 )     442,884  
                     
Increase in cash and cash equivalents         733,120       1,883,821  
Cash and cash equivalents at beginning of period         7,767,813       3,005,645  
Cash and cash equivalents at end of period         8,500,933       4,889,466  

 

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

NOTE 1 - GENERAL INFORMATION

 

Gerdau S.A. is a publicly traded corporation (sociedade anônima) with its corporate domicile in the city of São Paulo, Brazil. Gerdau S.A and subsidiaries (collectively referred to as the “Company”) is a leading producer of long steel in the Americas and one of the largest suppliers of special steel in the world. In Brazil, the Company also produces flat steel and iron ore, activities which expanded the product mix and made its operations even more competitive. The Company believes it is the largest recycler in Latin America and around the world it transforms each year millions of tons of scrap into steel, reinforcing its commitment to sustainable development of the regions where it operates. Gerdau is listed on the São Paulo and New York stock exchanges.

 

The Condensed Consolidated Interim Financial Statements of the Company were approved by the Management on July 31, 2025.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

2.1 - Basis of Presentation

 

The Company's Condensed Consolidated Interim Financial Statements for the three-month and six-month period ended on June 30, 2025 have been prepared in accordance with International Accounting Standard (IAS) Nº 34, which establishes the content of condensed interim financial statements. These Condensed Consolidated Interim Financial Statements should be read in conjunction with the Consolidated Financial Statements of Gerdau S.A., as of December 31, 2024, which were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board - IASB.

 

The preparation of the Condensed Consolidated Interim Financial Statements in accordance with IAS 34 requires Management to make accounting estimates. The Condensed Consolidated Interim Financial Statements have been prepared using the historical cost as its basis, except for the valuation of certain financial instruments, which are measured at fair value.

 

The accounting policies applied in this Condensed Consolidated Interim Financial Statements are the same as those applied in the Consolidated Financial Statements for the year ended December 31, 2024.

 

Starting with the disclosure of the results of 2025, the Company began to disclose the information and results of its business segments as follows:

 

· Brazil Segment: includes the long, flat and special steel operations and the iron ore operation located in Brazil and and joint ventures (note 3.2) and associates (note 3.3) companies located in Brazil.

 

· North America Segment: includes the long and specialty steel operations located in Canada and the United States and the joint ventures (note 3.2) located in Canada and Mexico;

 

· South America Segment: includes the operations in Argentina, Peru and Uruguay.

 

With these changes, the information and results of the former Special Steel Segment, which included the special steel operations located in Brazil and the United States, will now be disclosed jointly with the other segments, according to their geographic location, as the Brazil Segment and the North America Segment, respectively.

 

This new format for disclosing information and results is in line with recent changes in the global steel industry scenario, which have led to an increasing regionalization of markets, business dynamics and local currencies of these operations, improving the presentation of Gerdau's results in Brazil and North America, the main regions in which it operates. The comparative information of the segments presented in this Interim Information has been adjusted to reflect this new composition.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

2.2 – New accounting standards

 

The issued and/or reviewed IFRS standards made by the IASB that are effective for the year started in 2025 had no impact on the Company's Financial Statements. In addition, the IASB issued/reviewed some IFRS standards, which have mandatory adoption for the year 2026 and/or after, and the Company is assessing the adoption impact of these standards in its Consolidated Financial Statements.

 

- Issuance of IFRS 18 – Presentation and Disclosure in Financial Statements. It will replace IAS 1 – Presentation of Financial Statements, introducing new requirements that will help achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Although IFRS 18 does not impact the recognition or measurement of items in financial statements, its impacts on presentation and disclosure are expected to be widespread, in particular those related to the demonstration of financial performance and the provision of performance measures defined by management within the financial statements. This standard is effective for years beginning on/or after January 1, 2027. The Company is evaluating the impacts on its Financial Statements of adopting this standard.

 

- Issuance of IFRS 19 – Subsidiaries without Public Accountability: Disclosures. Establishes simplified disclosures requirements for consolidated or individual financial statements of entities eligible for the application of this standard. These rules are effective for fiscal years beginning on/or after January 1, 2027. The Company does not expect material impacts on its Financial Statements.

 

- Amendment to IFRS 9 and IFRS 7 – Amendments to the classification and measurement of financial instruments. It clarifies aspects related to the classification and measurement of financial instruments. This amendment to the standards is effective for years beginning on/or after January 1, 2026. The Company is evaluating the impacts on its Financial Statements of adopting these standards.

 

- Amendment to IFRS 9 and IFRS 7 – Contracts that refer to electricity dependent on nature. Clarifies aspects related to the application and disclosure of purchase and sale contracts exposed to variations in electricity generation dependent on uncontrollable natural conditions and related financial instruments. This amendment to the standards is effective for fiscal years beginning on or after January 1, 2026. The Company does not expect significant impacts on its Financial Statements.

 

- Annual improvements to IFRS Accounting Standards. It applies amendments to IFRS 1, addressing first-adoption aspects related to hedge accounting; IFRS 7, covering aspects of gain and loss on the reversal of a financial instrument, credit risk disclosures, and the difference between fair value and transaction price; IFRS 9, addressing aspects related to the reversal of leasing liabilities and transaction price; IFRS 10, addressing the determination of the “de facto agent” and IAS 7, addressing aspects related to the cost method. These amendments are effective for years beginning on/or after January 1, 2026. The Company does not expect material impacts on its Financial Statements.

 

2.3 - Increased tariffs on exports to the United States

 

Following the announcement by the United States government of an increase in tariffs on exports of products from Brazil, the Company has been monitoring, carefully, the potential effects that the U.S. tariffs on Brazil could have on the domestic market, such as a ripple effect on the consumption of steel in Brazil.

 

NOTE 3 – CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

3.1 - Subsidiaries

 

The Company did not have material changes of interest in subsidiaries for the period ended on June 30, 2025, when compared to those existing on December 31, 2024, except in relation to the acquisition of control of Gerdau Summit Aços Fundidos e Forjados S.A., Rio do Sangue Energia S.A., Comercial Gerdau Aços Planos Ltda. e Paranatinga Energia S.A., described in Note 3.4.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

3.2 - Joint Ventures

 

Listed below are the interests in joint ventures:

 

        Equity Interests  
    Total capital(*)  
Joint ventures   Country   June 30, 2025     December 31, 2024  
Bradley Steel Processors   Canada     50.00       50.00  
MRM Guide Rail   Canada     50.00       50.00  
Gerdau Corsa S.A.P.I. de CV   Mexico     75.00       75.00  
Gerdau Summit Aços Fundidos e Forjados S.A. (Note 3.4)   Brazil     -       58.73  
Juntos Somos Mais Fidelização S.A.   Brazil     27.47       27.47  
Addiante S.A   Brazil     50.00       50.00  
Brasil ao Cubo S.A.   Brazil     44.66       44.66  
MRS Logística S.A.   Brazil     1.32       1.32  

 

 

(*) The voting capital is substantially equal to the total capital. The interests reported represent the ownership percentage held directly and indirectly held in the joint venture.

 

Although the Company owns more than 50% of Gerdau Corsa S.A.P.I. de C.V., it does not consolidate the financial statements of this joint venture entity, due to joint control agreements with the other shareholders that prevent the Company from controlling the decisions in conducting the joint venture’s business. The Company owns 1.32% of MRS Logística S.A. and due to the existence of a shareholders' agreement, a joint venture business and the existence of significant influence provided for in the accounting standard for the application of the equity method is characterized.

 

The Company presents the joint venture information in aggregate, since the investments in these entities are not individually material. The financial information of these joint ventures, accounted for under the equity method, is shown below:

 

      Joint ventures  
Joint ventures     June 30, 2025       December 31, 2024  
Cash and cash equivalents     2,695,590       4,885,784  
Total current assets     5,832,995       8,646,770  
Total non-current assets     22,040,351       19,743,779  
Short-term debt     1,262,846       947,126  
Total current liabilities     4,956,625       5,063,501  
Long-term debt     7,434,241       8,952,910  
Total non-current liabilities     9,667,711       11,436,979  

 

    Joint ventures  
    For the three-month period ended     For the six-month period ended  
Joint ventures   June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net sales     3,221,970       3,653,287       6,190,731       6,974,116  
Cost of sales     (2,076,303 )     (2,450,647 )     (4,129,457 )     (4,670,156 )
Income before financial income (expenses) and taxes     889,539       926,920       1,580,280       1,784,775  
Financial income     316,650       301,245       595,102       582,220  
Financial expenses     (528,892 )     (476,845 )     (1,033,954 )     (933,584 )
Income and social contribution taxes     (143,608 )     (240,862 )     (288,110 )     (473,239 )
Net income     533,689       511,145       853,113       966,805  
Depreciation and amortization     358,625       319,314       705,639       628,973  
Total comprehensive income for the year, net of tax     533,689       511,145       853,113       966,805  

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

3.3 — Associate companies

 

Listed below is the interest in associate companies:

 

          Equity interests  
      Total capital (*)  
Associate companies   Country     June 30, 2025     December 31, 2024  
Dona Francisca Energética S.A.     Brazil       53.94       53.94  
Newave Energia S.A.     Brazil       40.00       40.00  

 

 

(*) The voting capital is substantially equal to the total capital. The interests reported represent the ownership percentage held directly and indirectly.

 

The Company does not consolidate the Financial Statements of Dona Francisca Energética S.A. despite holding more than 50% of the total capital of this affiliate, due to protection rights granted to other shareholders that prevent the Company from fully implementing decisions regarding the conduct of the affiliate’s business.

 

The summarized financial information of the associate companies, accounted for under the equity method, is shown as follows:

 

    Associate companies  
Associate companies   June 30, 2025       December 31, 2024  
Cash and cash equivalents   37,208       89,078  
Total current assets   203,425       173,927  
Total non-current assets   1,256,761       1,064,426  
Total current liabilities   186,246       54,664  
Total non-current liabilities   96,430       53,305  

 

    Associate companies  
    For the three-month period ended     For the six-month period ended  
Associate companies   June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net sales     163,334       23,836       280,766       57,029  
Cost of sales     (208,097 )     (20,669 )     (312,356 )     (32,438 )
Income before financial income (expenses) and taxes     (58,095 )     (7,492 )     (51,565 )     4,114  
Financial income     (3,598 )     3,598       3,791       6,215  
Financial expenses     (19,775 )     (644 )     (45,632 )     (1,532 )
Income and social contribution taxes     23,300       1,094       27,675       (3,808 )
Net income     (58,168 )     (3,445 )     (65,731 )     4,990  
Depreciation and amortization     14,007       2,926       27,832       5,704  
Total comprehensive income for the year, net of tax     (58,168 )     (3,445 )     (65,731 )     4,990  

 

3.4 — Acquisition of company control

 

a) Gerdau Summit Aços Fundidos e Forjados S.A. (Gerdau Summit)

 

On February 10, 2025, the Company, after fulfilling all the conditions precedent, including approval by the antitrust authorities, concluded the transaction with Sumitomo Corporation and The Japan Steel Works Ltd., for the acquisition of 39.53% and 1.74%, respectively, of the total shares issued by Gerdau Summit Aços Fundidos e Forjados S.A. (“Gerdau Summit”). With the closing of the transaction, the Company owns 100% of the Gerdau Summit’s capital. The acquisition price, paid in cash with own resources, was approximately US$ 32.6 million (equivalent to R$ 188.6 million on the date of completion of the transaction), and as a result of the acquisition, the Company obtained a gain from a bargain purchase of R$ 37.7 million, due to the acquisition price being lower than the fair value of Gerdau Summit, with the gain being recognized in the income statement of the period. Gerdau Summit is located in Pindamonhangaba, in the state of São Paulo, and produces cast and forged steel, especially for the production of cylinders and axles in the steel, aluminum, sugar and ethanol and energy sectors. The transaction is in line with the Company’s strategy of generating greater synergy between its businesses and offering higher value- added products and services to its customers. Gerdau Summit, until then a joint venture, with this transaction becomes a subsidiary of the Company.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

On May 30, 2025, at the Extraordinary General Meeting, it was decided to incorporate Gerdau Summit into Gerdau S.A., without a capital increase and without the issuance of new shares by the Company, with effect from May 31, 2025.

 

The Company assessed the fair value of Gerdau Summit's assets and liabilities and the following table summarizes the fair value of assets and liabilities on the date of acquisition of control of the company:

 

    Book Value     Acquisition's
adjustments
    Fair Value  
Cash and cash equivalents     49,311       -       49,311  
Short-term investments     2,079       -       2,079  
Trade accounts receivable - net     108,989       -       108,989  
Inventories     195,266       -       195,266  
Other current assets     34,317       -       34,317  
Property, plant and equipment, net     323,038       30,743       353,781  
Other non-current assets     72,910       -       72,910  
Current liabilities     (275,028 )     -       (275,028 )
Non-current liabilities     (36,943 )     -       (36,943 )
Assets (Liabilities)     473,939       30,743       504,682  
Negative Goodwill     -       (37,706 )     (37,706 )
Deferred income taxes     -       12,820       12,820  
Assets (Liabilities), net     473,939       5,857       479,796  

 

The amounts recognized as net revenue and net income for the six-month period ended June 30, 2025, presented in the Income Statement, attributable to Gerdau Summit, total R$ 322.7 million and R$21.1 million, respectively.

 

b) Rio do Sangue Energia S.A.

 

On March 21, 2025, the Company completed the acquisition, from Atiaia Energia S.A., of all the shares of Rio do Sangue Energia S.A., owner of the Small Hydroelectric Power Plant (“PCH”) called Garganta da Jararaca, for R$ 244.5 million. The acquisition price was paid in cash on the closing date with its own available resources. The PCH is located in the state of Mato Grosso and will supply renewable energy to Gerdau's steel production units in Brazil, on a self-generation basis. The acquisition of these assets is in line with the Company's strategy of increasing the cost competitiveness of its business by increasing the self-production of clean energy, and in line with the previously announced decarbonization process. The amounts recognized as revenue and net income for the year attributable to Rio do Sangue Energia S.A., included in the Company's Consolidated Financial Statements since the acquisition date, are not material. Additionally, the revenues and net profit that would be generated by Rio do Sangue Energia S.A. for the six-month period ended June 30, 2025, if control had been obtained at the beginning of the year, would also not be significant.

 

c) Comercial Gerdau Aços Planos Ltda.

 

On April 11, 2025, the Company acquired 100% of the capital of Kloeckner Metals Brasil Ltda. from Klöeckner & Co.SE, for approximately R$ 42.9 million. As a result of the acquisition, the Company realized a gain on a bargain purchase of R$ 3.6 million, since the acquisition price was lower than the fair value of the acquired company, and the gain was recognized in the income statement for the period. The acquisition price was paid in cash with available equity. Following the acquisition, the Company changed the name of its new subsidiary to Comercial Gerdau Aços Planos Ltda.. The acquired company's business purpose is the sale of steel products and metal cutting and bending, among other activities. The amounts recognized as revenue and net income for the year, attributable to Comercial Gerdau Aços Planos Ltda., included in the Company's Consolidated Financial Statements since the acquisition date, are not material. Additionally, the revenues and net profit that would have been generated by Comercial Gerdau Aços Planos Ltda. for the six-month period ended June 30, 2025, if control had been obtained at the beginning of the year, would also not have been significant.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

d) Paranatinga Energia S.A.

 

On April 28, 2025, the Company, together with Atiaia Energia S.A., completed the acquisition of all the shares of Paranatinga Energia S.A., owner of the Small Hydroelectric Power Plant (PCH) called Paranatinga II, for approximately R$197.2 million, net of consolidated cash of R$ 32.8 million. The acquisition price was paid in cash with its own available resources. This SHP is located in the state of Mato Grosso and will supply renewable energy to Gerdau's steel production units in Brazil, on a self-production basis. The acquisition of this asset is in line with Gerdau's strategy of increasing the cost competitiveness of its business by increasing the self-production of clean energy, and in line with the decarbonization process already announced by the Company. The amounts recognized as revenue and net income for the year, attributable to Paranatinga Energia S.A., included in the Company's Consolidated Financial Statements since the acquisition date, are not material. Additionally, the revenues and net profit that would be generated by Paranatinga Energia S.A. for the six-month period ended June 30, 2025, if control had been obtained at the beginning of the year, would also not be significant.

 

NOTE 4 – CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

 

Cash and cash equivalents

 

    June 30, 2025     December 31, 2024  
Cash     21,890       16,245  
Banks and immediately available investments     8,479,043       7,751,568  
Cash and cash equivalents     8,500,933       7,767,813  

 

Immediately available investments include investments with maturity of up to 90 days or readily redeemable, that means, those that have immediate liquidity and low risk of fair value variation.

 

Short-term investments

 

    June 30, 2025     December 31, 2024  
Short-term investments     472,917       509,030  

 

Short-term investments include securities held for immediate trading or available for future sale and substantially include amounts in investment funds, whose portfolio is composed of Bank Deposit Certificates, government bonds, financial bills and debentures, among others, which are used to manage the cash from the Company’s operating activities and recorded at fair value. Income generated by these investments is recorded as financial income.

 

NOTE 5 – ACCOUNTS RECEIVABLE

 

    June 30, 2025     December 31, 2024  
Trade accounts receivable - in Brazil     2,715,320       2,261,456  
Trade accounts receivable - exports from Brazil     374,178       792,385  
Trade accounts receivable - foreign subsidiaries     2,798,959       2,237,636  
(-) Impairment of financial assets     (89,126 )     (114,519 )
      5,799,331       5,176,958  

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

Accounts receivable by aging are as follows:

 

    June 30, 2025     December 31, 2024  
Current     5,238,717       4,662,821  
Past-due:                
Up to 30 days     510,856       444,927  
From 31 to 60 days     54,590       52,058  
From 61 to 90 days     12,080       24,820  
From 91 to 180 days     25,960       45,108  
From 181 to 360 days     13,846       14,660  
Above 360 days     32,408       47,083  
(-) Impairment on financial assets     (89,126 )     (114,519 )
      5,799,331       5,176,958  

 

NOTE 6 - INVENTORIES

 

    June 30, 2025     December 31, 2024  
Finished products     7,641,068       7,413,773  
Work in progress     3,718,014       3,795,605  
Raw materials     3,161,004       3,277,924  
Storeroom supplies     1,167,879       1,350,468  
Imports in transit     375,887       696,699  
(-) Allowance for adjustments to net realizable value     (21,394 )     (29,558 )
      16,042,458       16,504,911  

 

The allowance for adjustment to net realizable value of inventories, on which the provision and reversal of provision are registered with impact on cost of sales, is as follows:

 

Balance as of January 01, 2024     (58,172 )
Provision for the year     (34,356 )
Reversal of adjustments to net realizable value     67,493  
Exchange rate variation     (4,523 )
Balance as of December 31, 2024     (29,558 )
Provision for the year     (15,469 )
Reversal of adjustments to net realizable value     22,923  
Acquisition of company control (Note 3.4)     (746 )
Exchange rate variation     1,456  
Balance as of June 30, 2025     (21,394 )

 

NOTE 7 – INCOME AND SOCIAL CONTRIBUTION TAXES

 

In Brazil, income taxes include federal income tax (IR) and social contribution (CS), which represents an additional federal income tax. The statutory rates for income tax and social contribution are 25% and 9%, respectively, and are applicable for the periods ended on June 30, 2025 and 2024. The foreign subsidiaries of the Company are subject to taxation at rates ranging between 23% and 35%. The differences between the Brazilian tax rates and the rates of other countries are presented under “Difference in tax rates in foreign companies” in the reconciliation of income tax and social contribution below.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

a) Reconciliations of income and social contribution taxes at statutory rates to amounts presented in the Statement of Income are as follows:

 

    For the three-month period ended  
    June 30, 2025     June 30, 2024  
Income before income taxes     1,150,598       1,022,789  
Statutory tax rates     34 %     34 %
Income and social contribution taxes at statutory rates     (391,203 )     (347,748 )
Tax adjustment with respect to:                
- Difference in tax rates in foreign companies     86,356       159,286  
- Equity in earnings of unconsolidated companies     8,990       36,748  
- Interest on equity     (1 )     55  
- Interests on tax lawsuits     10,434       10,272  
- Tax credits and incentives     3,274       17  
- Deferred tax assets not recognized     (9,808 )     (620 )
- Other permanent differences, net     5,857       (13,818 )
Income and social contribution taxes     (286,101 )     (155,808 )
Current     (348,373 )     (289,515 )
Deferred     62,272       133,707  

 

    For the six-month period ended  
    June 30, 2025     June 30, 2024  
Income before income taxes     2,228,616       3,299,354  
Statutory tax rates     34 %     34 %
Income and social contribution taxes at statutory rates     (757,729 )     (1,121,780 )
Tax adjustment with respect to:                
- Difference in tax rates in foreign companies     123,661       633,718  
- Equity in earnings of unconsolidated companies     12,142       63,647  
- Interest on equity     65       103  
- Interests on tax lawsuits     20,567       21,011  
- Tax credits and incentives     4,344       56  
- Deferred tax assets not recognized     (13,215 )     25,572  
- Other permanent differences, net     3,850       (1,828 )
Income and social contribution taxes     (606,315 )     (379,501 )
Current     (623,193 )     (639,543 )
Deferred     16,878       260,042  

 

b) Tax assets not recognized:

 

The Company did not recognize a portion of tax assets regarding tax losses and negative social contribution from some operations in Brazil in the amount of R$ 312,292 (R$ 300,763 on December 31, 2024), which do not have an expiration date. The subsidiaries abroad had R$ 794,210 (R$ 849,200 as of December 31, 2024) of tax credits on capital losses for which deferred tax assets have not been recognized and which expire between 2029 and 2035 and also several tax losses of state credits in the amount of R$ 272,757 (R$ 326,966 as of December 31, 2024), which expire at various dates between 2031 and 2038.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

NOTE 8 – INVESTMENTS

 

    Investments in
North America
    Others     Total  
Balance as of January 01, 2024     2,766,406       1,092,043       3,858,449  
Equity in earnings     332,262       132,205       464,467  
Cumulative Translation Adjustment     130,116       830       130,946  
Capital increase     -       184,947       184,947  
Additional share purchse     -       7,000       7,000  
Dividends/Interest on equity     (380,130 )     (34,523 )     (414,653 )
Other transactions     -       (8,839 )     (8,839 )
Balance as of December 31, 2024     2,848,654       1,373,663       4,222,317  
Equity in earnings     56,018       (20,305 )     35,713  
Cumulative Translation Adjustment     (85,134 )     (612 )     (85,746 )
Capital increase     -       88,800       88,800  
Disposal in acquisition of company control     -       (277,521 )     (277,521 )
Dividends/Interest on equity     (20,289 )     (6,814 )     (27,103 )
Balance as of June 30, 2025     2,799,249       1,157,211       3,956,460  

 

NOTE 9 – PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment – during the three-month period ended on June 30, 2025, acquisitions amounted to R$ 1,600,298 (R$ 1,419,775 as of June 30, 2024), and disposals amounted to R$ 17,478 (R$ 21,045 as of June 30, 2024). During the six-month period ended on June 30, 2025, acquisitions amounted to R$ 2,977,034 (R$ 2,278,096 as of June 30, 2024), and disposals amounted to R$ 30,872 (R$ 26,313 as of June 30, 2024).

 

The additions to property, plant and equipment in the six-month period ended on June 30, 2025 include a non-cash effect amounted to R$ 521,116 (R$ 24,444 as of June 30, 2024).

 

b) Capitalized borrowing costs – borrowing costs capitalized during the three-month period ended on June 30, 2025 amounted to R$ 58,187 (R$ 35,385 as of June 30, 2024). Borrowing costs capitalized during the six-month period ended on June 30, 2025 amounted to R$ 89,106 (R$ 65,147 as of June 30, 2024).

 

c) Guarantees – no property, plant and equipment were pledged as collateral for loans and financing on June 30, 2025 and December 31, 2024.

 

NOTE 10 – GOODWILL

 

The changes in goodwill are as follows:

 

    Goodwill     Accumulated
impairment losses
    Goodwill after
Impairment losses
 
Balance as of January 1, 2024     20,367,808       (9,542,660 )     10,825,148  
(+) Acquisition of company     116,396       -       116,396  
(+/-) Foreign exchange effect     5,348,256       (2,436,686 )     2,911,570  
Balance as of December 31, 2024     25,832,460       (11,979,346 )     13,853,114  
(+/-) Foreign exchange effect     (2,830,670 )     1,237,609       (1,593,061 )
Balance as of June 30, 2025     23,001,790       (10,741,737 )     12,260,053  

 

The amounts of goodwill by segment are as follows:

 

    June 30, 2025     December 31, 2024  
Brazil   373,135     373,135  
North America   11,886,918     13,479,979  
    12,260,053     13,853,114  

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

NOTE 11 – TRADE ACCOUNTS PAYABLE (domestic market, debtor risk and imports)

 

    June 30, 2025     December 31, 2024  
Trade accounts payable - domestic market     4,346,815       3,892,296  
Trade accounts payable - debtor risk     410,339       459,899  
Trade accounts payable - imports     810,204       1,365,909  
      5,567,358       5,718,104  

 

Under “Trade Accounts Payable - Domestic Market”, the Company presents balances payable arising from the acquisition of goods and services in the domestic markets of each of the countries where the Company and its subsidiaries operate.

 

The Company has contracts with financial institutions in order to allow its suppliers to anticipate their receivables through an operation called “Trade Accounts Payable – Debtor Risk”. In this operation, suppliers can transfer, at their discretion, the right to receive the securities to a financial institution, which, in turn, becomes the holder of the rights of the suppliers’ receivables. The average discount rate on risk transactions carried out by our suppliers with financial institutions in Brazil and with subsidiaries in the United States was based on market conditions. The transfer of the right to receive the Company’s securities, at the supplier’s discretion, does not change the payment term, nor does it imply the payment of interest by the Company, as the financial cost of such transfer is the responsibility of the supplier. Therefore, the payment term for suppliers at risk drawn varies between 7 and 132 days, with the same payment term for suppliers who do not choose to advance their receivables through the operation called “Trade Accounts Payable – Debtor Risk”.

 

    June 30, 2025     December 31, 2024     January 01, 2024  
Trade accounts payable - debtor risk     410,339       459,899       584,320  
                         
Amounts received by suppliers from financial institutions that are part of the financing agreement - debt risk, in relation to the outstanding balance mentioned above     399,555       451,420       571,784  

 

The amounts of liabilities under the supplier financing arrangement are considered to be reasonable approximations of their fair values, due to their short-term nature.

 

The balances presented as “Trade Accounts Payable - Imports” substantially refer to the purchase of coal and other raw materials abroad, where in commercial transactions the supplier may require the issuance of a letter of credit or similar risk mitigation instrument to ship the products. On June 30, 2025 and December 31, 2024, contracts negotiated via letter of credit had a payment term of up to 180 days and rates that also varied, depending on market conditions.

 

The Company permanently monitors the composition of the portfolio and the conditions established with suppliers, which have not undergone significant changes in relation to what had been practiced historically.

 

NOTE 12 – LOANS AND FINANCING

 

Loans and financing are as follows:

 

    June 30, 2025     December 31, 2024  
Ten/Thirty Years Bonds     10,213,308       8,994,067  
Other financing     3,473,061       813,954  
Total financing     13,686,369       9,808,021  
Current     2,511,694       697,049  
Non-current     11,174,675       9,110,972  
                 
Principal amount of the financing     13,478,308       9,661,769  
Interest amount of the financing     208,061       146,252  
Total financing     13,686,369       9,808,021  

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

As of June 30, 2025, the nominal weighted average cost of debts denominated in US dollars is 5.64% p.a. (5.52% p.a. on December 31, 2024), for debts denominated in Real of CDI + 0.21% p.a. (CDI + 0.82% p.a. on December 31, 2024) and for other currencies 4.11% p.a. (3.88% p.a. on December 31, 2024).

 

Loans and financing, denominated in Reais, are substantially adjusted at a fixed rate or indexed to the CDI (Interbank Deposit Certificates).

 

Summary of loans and financing by currency:

 

    June 30, 2025     December 31, 2024  
Brazilian Real (R$)     2,180,220       456,448  
U.S. Dollar (US$)     10,879,051       9,169,319  
Other currencies     627,098       182,254  
      13,686,369       9,808,021  

 

The amortization schedules of long-term loans and financing are as follows:

 

    June 30, 2025     December 31, 2024  
2026(*)     222,274       167,154  
2027     1,725,905       2,531,696  
2028     11,566       11,075  
2029     8,140       8,420  
2030 on     9,206,790       6,392,627  
      11,174,675       9,110,972  

 

(*) On June 30, 2025, the amounts represents dates from July 1, 2026 to December 31, 2026.

 

a) Credit Lines

 

In September 2022, the Company completed the renewal of the Global Credit Line in the total amount of US$ 875 million (equivalent to R$ 4,775 million as of June 30, 2025) with maturity in September 2027. The transaction aims to provide liquidity to operations in North America and Latin America, including Brazil. The companies Gerdau S.A., Gerdau Açominas S.A. and Gerdau Aços Longos S.A. provide guarantee for this transaction. As of June 30, 2025, no amount of this credit line was used.

 

The Company and its subsidiaries are not subject to default clauses (covenants) linked to financial ratios. Non-financial performance clauses have been complied with.

 

b) Debt collection

 

In February 2025, the subsidiary Gerdau Açominas S.A. raised debt in the amount of R$ 1,165 millions from a first-class financial institution, with maturity in December of the same year.

 

In March 2025, the Company entered into an addendum to the financing agreement with the Superintendence for the Development of the Central-West Region (SUDECO), brokered by a first-class financial institution, with the total approved amount of approximately R$ 301 million. As of June 30, 2025, the amount actually released to the Company was R$ 93.9 million, with provision for the release of other funds up to the limit of the total amount stipulated in the agreement, depending on the progress of the projects for which the financing is intended. The contract matures in July 2044.

 

In April 2025, the subsidiary Gerdau Açominas S.A. raised debt backed by export contracts for approximately R$ 303 million from a first-class financial institution, with a maturity date of December 2025.

 

In April 2025, the subsidiary Gerdau Aços Longos raised debt backed by agricultural activities for R$ 750 million from a first-class financial institution, with a maturity date of October 2027. Furthermore, in May 2025, the Company restructured a R$ 428 million debt, due in 2025, from USD to EUR. This last transaction was accompanied by the contracting of a derivative financial instrument with a protective nature, the purpose of which is to index the cost of the debt to the CDI rate.

 

 


 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

In June 2025, the subsidiary Gerdau Trade Inc. raised a bond maturing in June 2035 in the amount of US$ 650 million (equivalent to R$ 3,624 million on the date of the bond issue). Part of the proceeds, in the amount of US$ 238 million (equivalent to R$ 1,327 million on the date of the repurchase), were allocated to the repurchase of part of the Company's bonds whose original maturity was in October 2027. The financial expense incurred in this repurchase, in the amount of R$ 39,646, was recorded in the “Buyback of bonds” line in the Income Statement.

 

c) Assumption of Obligations by Incorporation

 

As described in Note 3.4, in June 2025, Gerdau S.A. incorporated its subsidiary Gerdau Summit Aços Fundidos e Forjados S.A., fully assuming its assets and liabilities. Among the obligations assumed, a debt of R$ 60 million maturing in January 2026.

 

NOTE 13 – DEBENTURES

 

        Quantity as of June 30, 2025                    
Issuance   General Meeting   Issued     Held in treasury     Maturity     June 30, 2025     December 31, 2024  
14th   Aug 26, 2014     20,000       20,000       Aug 30, 2034       -       -  
16th April 25, 2019     800,000       -       May 6, 2026       -       812,957  
17th May 29, 2024     1,500,000       -       May 29, 2029       1,513,853       1,510,163  
18th December 10, 2024     1,500,000       -       December 10, 2028       1,506,614       1,505,343  
19th June 05, 2025     1,375,000       -       June 04, 2032       1,383,523       -  
Total Consolidated                                 4,403,990       3,828,463  
                                             
Current                                 41,736       37,988  
Non-current                                 4,362,254       3,790,475  

 

Maturities of long-term amounts are as follows:

 

      June 30, 2025     December 31, 2024  
2026     -     799,538  
2028     1,495,530     1,495,447  
2029 on     2,866,724     1,495,490  
      4,362,254     3,790,475  

 

The debentures are denominated in Brazilian Reais, nonconvertible, and pay variable interest as a percentage of the CDI – Interbank Deposit Certificate. The Company and its subsidiaries are not subject to default clauses (covenants) linked to financial indexes.

 

The average interest rate was 104.48% of the CDI + 0.67% for the three and six-month periods ended on June 30, 2025 (CDI + 0.62% for the three and six-month periods ended on June 30, 2024, respectively).

 

In June 2025, the Company announced the public offering for its 19th debenture issuance, issuing 1,375 (one million, three hundred and seventy-five thousand) debentures in registered, book-entry form, without issuing warrants or certificates, with a unit face value of R$ 1, totaling R$ 1.375 billion. In the same month, the Company carried out the early settlement of its 16th debenture issuance, in the amount of R$ 800 million.

 

NOTE 14 - FINANCIAL INSTRUMENTS

 

a) General considerations - Gerdau S.A. and its subsidiaries enter into transactions with financial instruments whose risks are managed through market strategies discussed and shared with senior management and in accordance with internal guidelines and control systems for exposure limits to them. All financial instruments are recorded in the accounting books and presented as short-term investments, trade accounts receivable, related parties (assets and liabilities), fair value of derivatives (assets and liabilities), other current assets, other non-current assets, trade accounts payable – domestic market, trade accounts payable – debtor risk, trade accounts payable - imports, loans and financing, debentures, other current liabilities and other non-current liabilities.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

The Company has derivatives and non-derivative instruments, such as the hedge for some operations under hedge accounting. These operations are intended to protect the Company against exchange rate fluctuations on foreign currency loans, interest rate and commodity prices fluctuations. These transactions are carried out considering direct active or passive exposures, without leverage.

 

b) Fair Value — the Fair Value of the financial instruments is as follows:

 

    June 30, 2025     December 31, 2024  
    Book     Fair     Book     Fair  
    value     value     value     value  
Assets                        
Short-term investments     472,917       472,917       509,030       509,030  
Trade accounts receivable - net     5,799,331       5,799,331       5,176,958       5,176,958  
Fair value of derivatives     33,381       33,381       52,868       52,868  
Other current assets     690,648       690,648       626,148       626,148  
Other non-current assets     264,959       264,959       358,806       358,806  
                                 
Liabilities                                
Trade accounts payable - domestic market     4,346,815       4,346,815       3,892,296       3,892,296  
Trade accounts payable - debtor risk     410,339       410,339       459,899       459,899  
Trade accounts payable - imports     810,204       810,204       1,365,909       1,365,909  
Loans and Financing     13,686,369       13,930,319       9,808,021       9,842,254  
Debentures     4,403,990       4,403,739       3,828,463       3,829,910  
Fair value of derivatives     1,187       1,187       1,747       1,747  
Other current liabilities     1,406,757       1,406,757       2,043,921       2,043,921  
Other non-current liabilities     522,578       522,578       587,081       587,081  

 

The fair values of Loans and Financing and Debentures are based on market premises, which may take into consideration discounted cash flows using equivalent market rates and credit rating. All other financial instruments, which are recognized in the Consolidated Financial Statements at their carrying amount, are substantially similar to those that would be obtained if they were traded in the market. However, because there is no active market for these instruments, differences could exist if they were settled in advance. The fair value hierarchy of the financial instruments above is presented in Note 14.g.

 

c) Risk factors that could affect the Company’s and its subsidiaries’ businesses:

 

Price risk of commodities: this risk is related to the possibility of changes in prices of the products sold by the Company or in prices of raw materials and other inputs used in the productive process. Since the Company operates in a commodity market, net sales and cost of sales may be affected by changes in the international prices of their products or materials. In order to minimize this risk, the Company constantly monitors the price variations in the domestic and international markets. Furthermore, the Company may contract derivatives in order to reduce this risk.

 

Interest rate risk: this risk arises from the effects of fluctuations in interest rates applied to the Company’s financial liabilities or assets and future cash flows and income. The Company evaluates its exposure to these risks: (i) comparing financial assets and liabilities denominated at fixed and floating interest rates and (ii) monitoring the variations of interest rates like Secured Overnight Financing Rate (SOFR) and CDI. Accordingly, the Company may enter into interest rate swaps in order to reduce this risk.

 

Exchange rate risk: this risk is related to the possibility of fluctuations in exchange rates affecting the amounts of financial assets or liabilities or of future cash flows and income. The Company assesses its exposure to the exchange rate by measuring the difference between the amount of its assets and liabilities in foreign currency. The Company understands that the accounts receivables originated from exports, its cash and cash equivalents denominated in foreign currencies and its investments abroad are more than equivalent to its liabilities denominated in foreign currency. Since the management of these exposures occurs at each operation level, if there is a mismatch between assets and liabilities denominated in foreign currency, the Company may contract derivative financial instruments in order to mitigate the effect of exchange rate fluctuations.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

Credit risk: this risk arises from the possibility of the Company not receiving amounts arising from sales to customers or investments made with financial institutions. In order to minimize this risk, the Company adopt the procedure of analyzing in details of the financial position of their customers, establishing a credit limit and constantly monitoring their balances. Regarding financial investments, the Company only carries out transactions with first-rate institutions and with low credit risk, as assessed by rating agencies and risk mitigation parameters defined in the Company’s internal guidelines.

 

Capital management risk: this risk comes from the Company’s choice in adopting a financing structure for its operations. The Company manages its capital structure, which consists of a ratio between the financial debts and its own capital (Net Equity) based on internal policies and benchmarks. The Key Performance Indicators (KPI) related to the “Capital Structure Management” objective are: WACC (Weighted Average Cost of Capital), Net Debt/EBITDA (Earnings before interest, income tax, depreciation and amortization), Coverage Ratio of Net Financial Expenses (EBITDA/Net Financial Expenses) and Debt/Total Capitalization Ratio. Net Debt is formed by the principal of the debt reduced by cash, cash equivalents and short-term investments (notes 4, 12 and 13). Total Capitalization is formed by the Total Debt (composed of the principal of the debt) and the Net Equity (Note 17). The Company may change its capital structure, according to economic and financial conditions, in order to optimize its financial leverage and debt management. At the same time, the Company seeks to improve its ROCE (Return on Capital Employed) through the implementation of working capital management and an efficient program of investments in property, plant and equipment. In the long term, the Company seeks to remain within the parameters below, admitting occasional variations in the short term:

 

Net debt/EBITDA Less or equal to 1.5 times
Gross debt limit R$ 12 billion
Average maturity of debt more than 6 years

 

These key indicators are used to monitor objectives described above and may not necessarily be used as indicators for other purposes, such as impairment tests.

 

Liquidity risk: The Company’s management policy of indebtedness and cash on hand is based on using the committed lines and the currently available credit lines with or without a guarantee in export receivables for maintaining adequate levels of short, medium, and long-term liquidity. The maturity of long-term loans and financing, and debentures are presented in Notes 12 and 13, respectively.

 

Sensitivity analysis:

 

The Company performed a sensitivity analysis, which can be summarized as follows:

 

Impacts on Statements of Income                  
                   
Assumptions   Percentage of change     June 30, 2025     June 30, 2024  
Foreign currency sensitivity analysis - Loans and financing     5 %     22,786       12,139  
Foreign currency sensitivity analysis - Imports/Exports     5 %     59,219       49,262  
Interest rate sensitivity analysis     10 bps     53,968       34,471  
Sensitivity analysis of changes in prices of products sold     1 %     24,631       166,158  
Sensitivity analysis of changes in raw material and commodity prices     1 %     12,915       104,942  
Currency forward contracts     5 %     -       16,276  
Commodity derivates     5 %     1,851       3,949  
Swaps USD x DI     5 %     8,465       8,559  
Swaps EUR x DI     5 %     19,355       -  

 

Foreign currency sensitivity analysis: As of June 30, 2025, the Company is mainly exposed to variations between the Real and the Dollar. The sensitivity analysis carried out by the Company considers the effects of a 5% increase or decrease between the Real and the Dollar in its non-hedged debts (loans and financing), trade accounts receivable - exports from Brazil and trade accounts payable – imports (imports/exports). Variations between the local currencies of other countries and the Dollar do not represent material exposures. In this analysis, if the Real appreciates against the Dollar, this would represent a gain of R$ 22,786 (gain of R$ 12,139 as of June 30, 2024). If the Real depreciates against the Dollar, this would represent a loss of the same amount. As for foreign currency variations in Imports/Exports, if the Real appreciates against the Dollar, this would represent a gain of R$ 59,219 (gain of R$ 49,262 as of June 30, 2024), if the Real depreciates against the Dollar, this would represent a loss of the same value.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

The net values of other assets and other liabilities in foreign currencies do not present significant risks of impacts due to fluctuations in the exchange rate.

 

Interest rate sensitivity analysis: The interest rate sensitivity analysis made by the Company considers the effects of an increase or reduction of 10 basis point (bps) on the average interest rate applicable to the floating part of its debt. The calculated impact, considering this variation in the interest rate totals R$ 53,968 as of June 30, 2025 (R$ 34,471 as of June 30, 2024) and would impact the financial expenses account in the Consolidated Statements of Income. The specific interest rates to which the Company is exposed are related to the loans, financing, and debentures presented in Notes 12 and 13, and are mainly comprised by SOFR and CDI — Interbank Deposit Certificate.

 

Sensitivity analysis of changes in sales price of products and price of raw materials and other inputs used in production: The Company is exposed to changes in the price of its products. This exposure is associated with the fluctuation of the sales price of the Company’s products and the price of raw materials and other inputs used in the production process, mainly for operating in a commodity market. The sensitivity analysis made by the Company considers the effects of an increase or of a reduction of 1% on both prices. The impact measured considering this variation in the price of products sold, considering the revenues and costs for the period ended on June 30, 2025, totals R$ 24,631 (R$ 166,158 as of June 30, 2024) and the variation in the price of raw materials and other inputs totals R$ 12,915 as of June 30, 2025 (R$ 104,942 as of June 30, 2024). The impact in the price of products sold and raw materials would be recorded in the accounts Net Sales and Cost of Sales, respectively, in the Consolidated Statements of Income. The Company does not expect to be more vulnerable to a change in one or more specific product or raw material.

 

Sensitivity analysis of currency forward contracts: On June 30, 2025, the Company has no exposure to Dollar forward contracts for some of its assets and liabilities. The sensitivity analysis carried out by the Company considers the effects of a 5% increase or decrease in the Dollar against the Argentinian Peso, and its effects on the mark to market of these derivatives. A 5% increase in the Dollar against the Argentinian Peso represents a loss of R$ 16,276 and a 5% decrease in the Dollar against the Argentinian Peso represents a gain in the same amount. Forward contracts in Dollar/Argentinian Peso were intended to cover asset and liability positions in Dollars and the effects of the mark to market of these contracts were recorded in the Consolidated Statement of Income.

 

On June 30, 2025 and June 30, 2024, there were no exposure in currency forward contracts in Reais against the Dollar. The Dollar forward contracts to which the Company is exposed are presented in Note 14.e.

 

Sensitivity analysis of commodity forward contracts: the Company has exposure to Commodity forward contracts (coal, nickel and energy) for some of its liabilities. The sensitivity analysis carried out by the Company on June 30, 2025 considers the effects of a 5% increase or decrease in the price of the commodity, and its effects on the mark to market of these derivatives. A 5% increase in the price of the commodity represents a loss of R$ 1,851 as of June 30, 2025 (loss of R$ 3,949 as of June 30, 2024), and a 5% decrease in the price of the commodity represents a gain on June 30, 2025 and on June 30, 2024 in the same amount. The mark to market effects of these contracts were recorded in the Consolidated Statement of Income. Commodity forward contracts to which the Company is exposed are presented in Note 14.e.

 

Sensitivity analysis of USD x DI swaps: the Company has USD x DI swaps to protect some of its Loans and financing. The sensitivity analysis carried out by the Company considers the impact on the MTM of a 5% increase in the Dollar against Real for all vertices of the respective operations. This variation would represent a gain of R$ 8,465 (gain of R$ 8,559 as of June 30, 2024). These effects would be recognized in the Consolidated Income Statement. The USD x DI swaps that the Company is exposed to are presented in Note 14.e.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

Sensitivity analysis of EUR x DI swaps: the Company has EUR x DI swaps to protect some of its Loans and financing. The sensitivity analysis carried out by the Company considers the impact on the MTM of a 5% increase in the Dollar against Real for all vertices of the respective operations. This variation would represent a gain of R$ 19,355 (R$ 0 as of June 30, 2024). These effects would be recognized in the Consolidated Income Statement. The EUR x DI swaps that the Company is exposed to are presented in Note 14.e.

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

June 30, 2025
Assets
  Financial asset at
amortized cost
    Financial asset at fair value
through profit or loss
    Total  
Short-term investments     -       472,917       472,917  
Trade accounts receivable     5,799,331       -       5,799,331  
Fair value of derivatives     -       33,381       33,381  
Other current assets     674,761       15,887       690,648  
Other non-current assets     262,567       2,392       264,959  
Total     6,736,659       524,577       7,261,236  
Financial income (expenses) for the three-month period ended on June 30, 2025     (60,825 )     67,452       6,627  
Financial income (expenses) for the six-month period ended on June 30, 2025     (85,795 )     126,657       40,862  
                         
Liabilities     Financial liability at
fair value through profit
or loss
      Financial liability at
amortized cost
      Total  
Trade accounts payable - domestic market     -       4,346,815       4,346,815  
Trade accounts payable - debtor risk     -       410,339       410,339  
Trade accounts payable - imports     -       810,204       810,204  
Loans and financing     -       13,686,369       13,686,369  
Debentures     -       4,403,990       4,403,990  
Fair value of derivatives     1,187       -       1,187  
Other current liabilities     -       1,406,757       1,406,757  
Other non-current liabilities     -       522,578       522,578  
Total     1,187       25,587,052       25,588,239  
Financial income (expenses) for the three-month period ended on June 30, 2025     (10,363 )     (331,003 )     (341,366 )
Financial income (expenses) for the six-month period ended on June 30, 2025     (41,925 )     (641,564 )     (683,489 )
                         
December 31, 2024
Assets
    Financial asset at
amortized cost
      Financial asset at fair value
through profit or loss
      Total  
Short-term investments     -       509,030       509,030  
Trade accounts receivable     5,176,958       -       5,176,958  
Fair value of derivatives     -       52,868       52,868  
Other current assets     608,182       17,966       626,148  
Other non-current assets     356,414       2,392       358,806  
Total     6,141,554       582,256       6,723,810  
Financial income (expenses) for the three-month period ended on June 30, 2024     252,094       95,594       347,688  
Financial income (expenses) for the six-month period ended on June 30, 2024     379,390       250,751       630,141  
                         
Liabilities     Financial liability at
fair value through profit
or loss
      Financial liability at
amortized cost
      Total  
Trade accounts payable - domestic market     -       3,892,296       3,892,296  
Trade accounts payable - debtor risk     -       459,899       459,899  
Trade accounts payable - imports     -       1,365,909       1,365,909  
Loans and financing     -       9,808,021       9,808,021  
Debentures     -       3,828,463       3,828,463  
Fair value of derivatives     1,747       -       1,747  
Other current liabilities     -       2,043,921       2,043,921  
Other non-current liabilities     -       587,081       587,081  
Total     1,747       21,985,590       21,987,337  
Financial income (expenses) for the three-month period ended on June 30, 2024     (53,073 )     (891,893 )     (944,966 )
Financial income (expenses) for the six-month period ended on June 30, 2024     (83,228 )     (1,620,447 )     (1,703,675 )

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

e) Operations with derivative financial instruments

 

Risk management objectives and strategies: In order to execute its strategy of sustainable growth, the Company implements risk management strategies in order to mitigate market risks.

 

The objective of derivative transactions is always related to mitigating market risks as stated in our policies and guidelines. All derivative instruments in force are monthly reviewed by the Financial Risk Committee, which validates the fair value of such instruments. All gains and losses on derivative instruments are recognized at their fair value in the Company’s consolidated financial statements in the line of Gains (Losses) on financial instruments, net.

 

Policy for use of derivatives: The Company is exposed to various market risks, including changes in exchange rates, commodities prices and interest rates. The Company uses derivatives and other financial instruments to reduce the impact of such risks on the fair value of its assets and liabilities or in future cash flows and income. The Company has established policies to evaluate the market risks and to approve the use of derivative transactions related to these risks. The Company enters into derivative financial instruments solely to manage the market risks mentioned above and never for speculative purposes. Derivative financial instruments are used only when they have a related position (asset or liability exposure) resulting from business operations, investments and financing.

 

Policy for determining fair value: the fair value of derivative financial instruments is determined using models and other valuation techniques, including future prices and market curves.

 

Derivative transactions may include interest rate and/or currency swaps, currency futures contracts and currency options contracts.

 

Currency forward contracts: The Company may contract forward contract operations, through which it receives/pays a fixed Dollar amount and receives/pays a fixed Real/Argentinian Peso amount. Counterparties are always top - tier financial institutions with low credit risk.

 

Swap Contracts: The Company may contract a swap contract operation, through which it exchanges interest rate indices or local and/or foreign currency. Counterparties are always top - tier financial institutions with low credit risk.

 

The derivatives instruments can be summarized and categorized as follows:

 

          Notional value   Amount receivable     Amount payable  
Contracts   Position     June 30, 2025   December 31, 2024   June 30, 2025     December 31, 2024     June 30, 2025     December 31, 2024  
Commodity derivates                                          
Maturity in 2025     buyed in US$     US$ 7.6 million      US$ 4.3 million   -     -     998     1,747  
                                           
Commodity contracts                                          
Maturity in 2026     -     -     -   18,861     16,921     -     -  
                                           
Swaps USD x DI                                          
Maturity in 2026     107.9% of CDI     US$ 30.6 million      US$ 30.6 million   14,520     35,947     -     -  
                                           
Swaps EUR x DI                                          
Maturity in 2025     CDI+1.45%      US$ 67.8 million     -   -     -     189     -  
Total fair value of financial instruments                     33,381     52,868     1,187     1,747  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

  June 30, 2025     December 31, 2024  
Fair value of derivatives            
Current assets     18,861       16,921  
Other non-current assets     14,520       35,947  
      33,381       52,868  
Fair value of derivatives                
Current liabilities     1,187       1,747  
Non-current liabilities     -       -  
      1,187       1,747  

 

    Six-month period ended  
  June 30, 2025     June 30, 2024  
Net Income            
Gains on financial instruments     -       63,598  
Losses on financial instruments     (31,562 )     (83,228 )
      (31,562 )     (19,630 )
Other comprehensive income                
Loss on financial instruments     (4,107 )     (4,399 )
      (4,107 )     (4,399 )

 

f) Net investment hedge

 

The Company designated as hedge of part of its net investments in subsidiaries abroad the operations of Ten Years Bonds. Consequently, the effect of exchange rate changes on these debts on the amount of US$ 0.2 billion (equivalent to R$ 1.0 billion on June 30, 2025) (designated as a hedge) has been recognized in the Statement of Comprehensive Income.

 

The Company demonstrated effectiveness of the hedge as of its designation dates and demonstrated the high effectiveness of the hedge from the contracting of each debt for the acquisition of these companies abroad, whose effects were measured and recognized directly in the Statement of Comprehensive Income as an unrealized gain, net of taxes, in the amount R$ 96,950 for the three-month period ended on June 30, 2025 (loss of R$ 232,157 for the three-month period ended on June 30, 2024) and as an unrealized gain, net of taxes, in the amount R$ 284,021 for the six-month period ended on June 30, 2025 (loss of R$ 295,865 for six-month period ended on June 30, 2024).

 

The objective of the hedge is to protect, during the existence of the debt, the amount of part of the Company’s investment in the subsidiaries abroad mentioned above against positive and negative changes in the exchange rate. This objective is consistent with the Company’s risk management strategy. Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 

g) Measurement of fair value:

 

IFRS Accounting Standards defines fair value as the price that would be received for the sale of an asset or that would be paid for the transfer of a liability in an arm’s length transaction between market participants on the measurement date. The standard also establishes the classification by price quoted in an active market for an identical asset or liability or when it is based on a valuation technique that uses only observable market data.

 

As detailed in Note 14.d, on June 30, 2025 and December 31, 2024, the Company maintained certain assets classified as Financial asset at fair value through profit or loss and liabilities classified as Financial Liability at fair value through profit or loss, whose fair value measurement is required on a recurring basis.

 

The Company’s financial assets and liabilities, measured at fair value on a recurring basis, are measured by a valuation technique that uses only observable market data.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

h) Changes in liabilities from Cash flow from financing activities:

 

The Company has summarized below the changes in the liabilities of cash flow from financing activities, from its Statement of Cash Flows:

 

          Cash effects     Non-cash effects        
    January 01, 2024     Received/(Paid)
from financing
activities
    Interest Payment     Interest on loans,
financing and loans
with related parties
    Exchange
Variance and
others
    June 30, 2024  
Related Parties, net     24,992       2,738       -       -       -       27,730  
Leasing payable     1,277,602       (217,789 )     (69,106 )     69,106       289,420       1,349,233  
Loans and Financing, Debentures and Fair value of derivatives     10,913,190       545,417       (409,533 )     365,501       1,156,575       12,571,150  

 

          Cash effects     Non-cash effects        
    December 31, 2024     Received/(Paid)
from financing
activities
    Interest Payment     Interest on loans,
financing and loans
with related parties
    Exchange
Variance and
others
    June 30, 2025  
Related Parties, net   -     -     -     -     -     -  
Leasing payable     1,280,669       (234,908 )     (66,391 )     66,391       383,290       1,429,051  
Loans and Financing, Debentures and Fair value of derivatives     13,585,363       5,236,877       (547,286 )     583,681       (800,470 )     18,058,165  

 

NOTE 15 – TAX, CIVIL AND LABOR CLAIMS AND CONTINGENT ASSETS

 

The Company and its subsidiaries are party in judicial and administrative proceedings involving tax, civil and labor matters. Based on the opinion of its legal advisors, Management believes that the provisions recorded for these judicial and administrative proceedings is sufficient to cover probable and reasonably estimable losses from unfavorable court decisions and that the final decisions will not have significant effects on the financial position, operational results and liquidity of the Company and its subsidiaries.

 

For claims whose expected loss is considered probable, the provisions have been recorded considering the judgment of the Management of the Company with the assistance of its legal advisors and the provisions are considered enough to cover expected probable losses. The provisions balances are as follows:

 

I) Provisions

 

    June 30, 2025     December 31, 2024  
a) Tax provisions     1,918,100       1,925,237  
b) Labor provisions     350,152       369,041  
c) Civil provisions     37,041       34,571  
      2,305,293       2,328,849  

 

a) Tax Provisions

 

Tax provisions refer mainly to discussions related to ICMS, IPI, Income tax and social contribution, social security contributions, offsetting of PIS and COFINS credits and incidence of PIS and COFINS on other revenues.

 

b) Labor Provisions

 

The Company is party to a group of individual and collective labor and/or administrative lawsuits involving various labor amounts and the provision arises from unfavorable decisions and/or the probability of loss in the ordinary course of proceedings with the expectation of outflow of financial resources by the Company.

 

c) Civil Provisions

 

The Company is party to a group of civil, arbitration and/or administrative lawsuits involving various claims and the provision arises from unfavorable decisions and/or probable losses in the ordinary course of proceedings with the expectation of outflow of financial resources for the Company.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

The changes in the tax, civil and labor provisions are shown below:

 

    June 30, 2025     December 31, 2024  
Balance at the beginning of the year     2,328,849       2,185,825  
(+) Additions     81,437       223,883  
(+) Monetary correction     74,893       153,413  
(-) Reversal of accrued amounts     (183,700 )     (234,698 )
(+) Acquisition of company control     3,969       -  
(+) Foreign exchange effect on provisions in foreign currency     (155 )     426  
Balance at the end of period     2,305,293       2,328,849  

 

II) Contingent liabilities for which provisions were not recorded as of June 30, 2025

 

Considering the opinion of legal advisors and management’s assessment, contingencies listed below have the probability of loss considered as possible (but not likely) and due to this classification, accruals have not been made in accordance with IFRS Accounting Standards.

 

a) Tax contingencies

 

a.1) The Company and its subsidiaries Gerdau Aços Longos S.A. and Gerdau Açominas S.A. have lawsuits related to the ICMS (state VAT) which are mostly related to credit rights and rate differences, whose demands totaled R$ 653,845 (R$ 625,877 as of December 31, 2024).

 

a.2) The Company and certain of its subsidiaries in Brazil are parties to claims related to: (i) IPI – Tax on Industrialized Products, substantially related to IPI credit on inputs, whose demands total the updated amount of R$ 538,997 (R$ 501,588 as of December 31, 2024; (ii) PIS and COFINS, substantially related to disallowance of credits on inputs totaling R$ 2,197,980 (R$ 2,037,037 as of December 31, 2024), (iii) social security contributions in the total of R$ 165,264 (R$ 159,220 as of December 31, 2024) and (iv) other taxes, whose updated total amount is currently R$ 688,291 (R$ 693,799 as of December 31, 2024).

 

a.3) The Company and its subsidiary Gerdau Aços Longos S.A. are parties to administrative proceedings related to Withholding Income Tax, levied on interest remitted abroad, linked to export financing formalized through “Prepayment of Exports Agreements” (PPE) or “Advance Export Receipt” (RAE), in the updated amount of R$ 1,917,594 (R$ 1,708,269 as of December 31, 2024), of which: (i) R$ 914,077 (R$ 880,730 as of December 31, 2024) correspond to five lawsuits of the subsidiary Gerdau Aços Longos S.A. that are processed in the administrative sphere where, currently, one lawsuit is at the first instance of the Administrative Board of Tax Appeals (CARF) awaiting the judgment of the Voluntary Appeals filed by the Company, three lawsuits await the judgment of the declaratory appeals filed against the judgments that, by a casting vote, denied the Voluntary Appeals filed by the Company, and one lawsuit that is in the Superior Chamber of Tax Appeals (CSRF) of CARF, for judgment of the Special Appeal filed by the Company; and (ii) R$ 1,003,517 (R$ 827,539 as of December 31, 2024) correspond to three lawsuits involving Gerdau S.A., two of which had their discussion concluded in the administrative sphere, with the Company having started preparations for the discussion of the assessments before the Judiciary, and one lawsuit whose Voluntary Appeal filed by the Company was granted in the Administrative Board of Tax Appeals (CARF) to declare the partial nullity of the appealed decision and order the holding of a new trial within the scope of the for analysis of the subsidiary request not considered in the court of origin.

 

a.4) The Company is party to administrative proceedings related to goodwill amortization pursuant to articles 7 and 8 of Law 9,532/97, from the basis of calculation of Income Tax (IRPJ) and Social Contribution (CSLL), resulting from a corporate restructuring started in 2010. The updated total amount of the assessments is R$ 603,931 (R$ 582,795 as of December 31, 2024), of which: (i) R$ 33,014 (R$ 31,818 as of December 31, 2024) corresponds to a process in which the opposite Declaration Embargoes were rejected against the decision that granted the official appeal in favor of the National Treasury, and the Special Appeal filed by the Company is pending of judgment; (ii) R$ 278,896 (R$ 269,586 as of December 31, 2024) correspond to a process in which a new trial is awaited for consideration of the ex officio appeal and other issues not considered in the voluntary appeal filed by the Company, as determined by the Superior Chamber of Tax Appeals of the Administrative Council of Tax Appeals (CARF) when partially granting, by casting vote, a Special Appeal filed by the National Treasury Attorney's Office; (iii) R$ 91,331 (R$ 88,229 as of December 31, 2024) correspond to a process in which, pending recent judgment, the Statement of Clarification filed by the company in view of the ruling of the Superior Chamber of Tax Appeals of the Administrative Council of Tax Appeals (CARF),) which, by a casting vote, partially granted the Special Appeal filed by the National Treasury Attorney's Office, ordering the return of the case to the court of origin for consideration of the ex officio appeal and other issues not considered in the voluntary appeal; and (iv) R$ 200,690 (R$ 193,162 as of December 31, 2024) corresponds to a process in which the Special Appeal filed by the subsidiary Gerdau S.A. against the judgment of which, by the casting vote, denied the Voluntary Appeal, is pending judgment.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

a.5) The Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) and its subsidiary Gerdau Internacional Empreendimentos Ltda. – Gerdau Group are parties to lawsuits related to Corporate Income Tax - IRPJ and Social Contribution on Net Income - CSLL, in the updated amount of R$ 1,482,170 (R$ 1,486,615 on December 31, 2024). These lawsuits relate to profits generated abroad, of which: (i) R$ 1,211,535 (R$ 1,222,634 on December 31, 2024) correspond to two lawsuits of the subsidiary Gerdau Internacional Empreendimentos Ltda. – Gerdau Group. One of the cases is being processed in the first instance, awaiting a ruling on the Objections to the Tax Execution filed by the Company, and another case in which the special appeal filed by the Union is pending analysis against the judgment that, unanimously, granted the declarations of objection filed by the Company, to correct a material error and fill in omissions that appeared in the previous judgments, which had unanimously granted the appeal filed by Gerdau to extinguish the Tax Execution, and denied the Union's appeal; and (ii) R$ 270,635 (R$ 263,981 on December 31, 2024) correspond to a lawsuit involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), in which the appeal filed by the Union against the judgment that ruled in favor of the Embargoes on Tax Enforcement filed by the Company is pending judgment.

 

a.6) Gerdau S.A. (by itself and as successor of Gerdau Aços Especiais S.A.) and its subsidiaries Gerdau Aços Longos S.A. and Gerdau Açominas S.A. are parties to administrative and judicial proceedings relating to the disallowance of goodwill amortization generated in accordance with Article 7 and 8 of Law 9,532/97, as a result of a corporate restructuring carried out in 2004/2005, regarding tax base of the Income tax - IRPJ and Social Contribution - CSLL. The updated total amount of the assessments amounts to R$ 8,280,514 (R$ 8,154,991 as of December 31, 2024), of which: (i) R$ 4,836,793 (R$ 4,721,327 as of December 31, 2024) correspond to four lawsuits of Gerdau S.A. (as successor of Gerdau Aços Especiais S.A.) and its subsidiaries Gerdau Aços Longos S.A. and Gerdau Açominas S.A., in the phase of judicial collection, with the companies offering judicial guarantees, under precautionary measures, through Guarantee Insurance, and initiated the legal discussions of Embargoes to Execution, in the respective lawsuits, and in the Embargoes to Execution filed by Gerdau S.A. (as successor of Gerdau Aços Especiais S.A.), on August 23, 2024, a single-judge decision was issued by the rapporteur, in the Superior Court of Justice - STJ, not acknowledging the special appeal filed by the National Treasury against a judgment of the Regional Federal Court of the 4th Region that had upheld a judgment handed down in favor of the company, with the internal appeal in the special appeal and the extraordinary appeal filed by the National Treasury pending judgment; in the Embargoes on Execution filed by the subsidiary Gerdau Aços Longos S.A. (as successor to Gerdau Comercial de Aços S.A.), after the trial began in the Regional Federal Court of the 2nd Region with two votes to deny the appeal filed by the National Treasury, the trial was interrupted by a request for review; in the lawsuit of the subsidiary Gerdau Aços Longos S.A, in a recent trial held in April 2025 at the Federal Regional Court of the 2nd Region, the appeal filed by the National Treasury was denied, upholding the judgment favorable to the company.; and furthermore, the Objections to the Tax Execution filed by the subsidiary Gerdau Açominas S.A. await judgment in the first instance; (ii) R$ 395,484 (R$ 384,696 as of December 31, 2024) correspond to a lawsuit filed by the subsidiary Gerdau Aços Longos S.A., in which a debt maintained in the administrative sphere is discussed, with the Regional Federal Court of the 2nd Region unanimously denying the appeal filed by the National Treasury against the judgment that upheld the Embargoes on Execution and recognized the non-subsistence of the tax assessment, having also denied the Embargoes for Clarification of both parties, and having issued a vote as being prejudiced in the Internal Appeal of the Union in April/2025; (iii) R$ 371,013 (R$ 360,286 as of December 31, 2024) correspond to a lawsuit filed by the subsidiary Gerdau Aços Longos S.A., in which the debt maintained in the administrative sphere is discussed, whose Regional Federal Court of the 2nd Region, unanimously, granted the Company's appeal to reform the judgment that had dismissed the Embargoes on Tax Enforcement and recognized the nullity of the executive titles that supported the Tax Enforcement, with Embargoes for Clarification having been filed by the Union and the Company, which were partially granted, and a Special Appeal by the Company; (iv) R$ 6,432 (R$ 6,257 as of December 31, 2024) corresponds to a lawsuit of the subsidiary Gerdau Aços Longos S.A., in which the administrative discussion has ended, which is in progress at the first instance awaiting a ruling on the Objections to Tax Enforcement filed by the Company; (v) R$ 125,587 (R$ 122,116 as of December 31, 2024) corresponds to a lawsuit filed by Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), whose administrative discussion has ended, and which will be forwarded shortly for judicial collection and will be discussed in the context of Embargoes on Tax Execution to be opportunely opposed by the Company; (vi) R$ 275,562 (R$ 266,020 as of December 31, 2024) corresponds to a lawsuit filed by the subsidiary Gerdau Aços Longos S.A., which was recently judged by the Superior Chamber of Tax Appeals (CSRF) of CARF, and which is already being discussed in the context of Embargoes on Tax Enforcement filed by the Company; (vii) R$ 170,182 (R$ 164,503 as of December 31, 2024) corresponds to a lawsuit filed by Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), the administrative discussion of which has ended, and which will soon be forwarded for judicial collection and will be discussed in the context of Objections to the Tax Enforcement to be filed in due course by the Company; (viii) R$ 745,306 (R$ 719,697 as of December 31, 2024) correspond to a lawsuit filed by the subsidiary Gerdau Aços Longos S.A., in which the Voluntary Appeal was partially granted, pending notification of the judgment that accepted the declaration of opposition filed by the Company, without infringing effects, with a Special Appeal having been filed by the National Treasury; (ix) R$ 661,287 (R$ 637,367 as of December 31, 2024) correspond to a lawsuit filed by the subsidiary Gerdau Aços Longos S.A., pending before the Administrative Council of Tax Appeals (CARF), in which, by a casting vote, the Voluntary Appeal filed by the Company on the merits was denied, and the special appeal filed by the National Treasury was admitted, with the Special Appeal filed by the subsidiary pending analysis as to its admissibility; (x) R$ 183,510 (R$ 177,719 as of December 31, 2024) corresponds to a lawsuit of the subsidiary Gerdau Aços Longos S.A., separated from the process mentioned in item “vi” above, and which is currently in the judicial collection phase, being pending of judgment the appeal filed against the judgment that dismissed the Embargoes to Tax Enforcement filed by the Company; and (xi) R$ 509,358 (R$ 493,284 as of December 31, 2024) corresponds to a lawsuit of the subsidiary Gerdau Aços Longos S.A., separated from the lawsuit mentioned in item “vi” above, and which is currently under judicial discussion, with the Regional Federal Court of the 2nd Region having dismissed the appeals filed by the parties against the ruling granting the objections to execution, with the judgment of the Clarification Objections pending.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

b) Civil contingencies

 

b.1) On December 30, 2024, the Company and its subsidiary Gerdau Aços Longos S.A. entered into a Settlement Agreement with the Brazilian Administrative Council for Economic Defense (“CADE”), without any admission of irregularity or illegality, to settle the dispute surrounding non-pecuniary obligations related to the two annulment actions from 2003 and 2006. Gerdau committed to paying R$ 256,099 to the Diffuse Rights Defense Fund, under Law No. 14,973 of October 17, 2024. The payment was made in cash and with its own available resources. The Company filed a request to waive the two lawsuits, which were approved on January 7, 2025. In the lawsuit filed in 2003, the company continues to monitor the final procedures for approval of the decision.

 

b.2) The Company and its subsidiaries are parties to other demands of a civil nature that collectively have a discussion amount of R$ 679,719 (R$ 635,034 as of December 31, 2024). For these demands, no accounting provision was recorded, since they were considered as possible losses, based on the opinion of its legal counsel.

 

c) Labor Contingencies

 

The Company and its subsidiaries are parties to other labor claims that together have an amount of R$ 1,533,982 (R$ 1,400,460 as of December 31, 2024). For these claims, no accounting provision was made, since these were considered as possible losses, based on the opinion of its legal counsel.

 

III) Judicial deposits

 

The Company has judicial deposits related to tax, labor and civil lawsuits as listed below:

 

    June 30, 2025     December 31, 2024  
Tax     272,916       272,783  
Labor     43,864       45,040  
Civil     26,859       14,737  
      343,639       332,560  

 

NOTE 16 - RELATED-PARTY TRANSACTIONS

 

a) Operations with related parties

 

During the three-month periods ended on June 30, 2025, the Company, through its subsidiaries, performed commercial operations with some of its associate companies, joint ventures and other related parties in sales of R$ 71,451 (R$ 110,289 as of June 30, 2024) and purchases in the amount of R$ 22,278 as of June 30, 2025 (R$ 60,204 as of June 30, 2024). The net balance totals R$ 49,174 as of June 30, 2025 (R$ 50,085 as of June 30, 2024). During the six-month periods ended on June 30, 2025, the Company, through its subsidiaries, performed commercial operations with some of its associate companies, joint ventures and other related parties in sales of R$ 105,205 (R$ 195,381 as of June 30, 2024) and purchases in the amount of R$ 51,217 as of June 30, 2025 (R$ 101,470 as of June 30, 2024). The net balance totals R$ 53,988 as of June 30, 2025 (R$ 93,911 as of June 30, 2024).

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

The Company and its subsidiaries have receivables from controlling shareholders, referring to the sale of property, in the amount of R$ 7,722 (R$ 17,313 as of June 30, 2024). Additionally , the Company and its subsidiaries recorded revenues of R$ 224 in the three-month period ended on June 30, 2025 (R$ 211 for the three-month period ended on June 30, 2024), and R$ 447 in the six-month period ended on June 30, 2025 (R$ 422 for the six-month period ended on June 30, 2024), derived from rental agreement.

 

Guarantees granted

 

Related Party   Relationship   Object   Original
Amount
    Maturity   Balance as of
June 30, 2025
   

Balance as of
December 31,

2024

 
Gerdau Aços Longos S.A.   Subsidiary   Financing Agreements     836     Jan/25     -       760  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     10,949     Jan/25     -       10,701  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     1,868     Jan/25     -       1,825  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     3,096     Jan/25     -       3,025  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     4,043     Jan/25     -       3,951  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     624     Jan/25     -       610  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     3,229     Jan/25     -       3,156  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     4,992     Jan/25     -       9,576  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     4,873     Jan/25     -       4,762  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     14,483     feb/25     -       2,608  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     2,467     feb/25     -       2,396  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     59,644     Mar/25     -       44,519  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     35,451     Mar/25     -       25,042  
Gerdau Aços Longos S.A.   Subsidiary   Financing Agreements     76,213     dec/25     435,631       400,000  
Gerdau Aços Longos S.A.   Subsidiary   Financing Agreements     551     jan/26     563       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     2,492     jan/26     2,694       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     1,372     jan/26     1,484       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     10,670     jan/26     11,536       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     2,004     jan/26     2,167       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     312     jan/26     337       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     3,235     jan/26     3,497       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Financing Agreements     7,109     jan/26     7,686       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Financing Agreements     9,432     jan/26     10,198       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Financing Agreements     2,594     jan/26     2,805       -  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     446     feb/26     483       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     2,052     mar/26     2,219       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Financing Agreements     993     mar/26     1,073       -  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Commercial Contract     11,951     jan/27     11,680       11,680  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Financing Agreements     69,156     may/27     390,000       -  
Gerdau S.A., Gerdau Açominas and Gerdau Aços Longos S.A   Subsidiaries   Financing Agreements     4,730,775     sep/27     -       -  
Gerdau Trade Inc.   Subsidiary   Financing Agreements     2,056,535     oct/27     980,253       2,641,096  
Gerdau Corsa S.A.P.I. de C.V.   Joint Venture   Financing Agreements     601,588     jun/28     342,817       610,245  
GUSAP III LP   Subsidiary   Financing Agreements     2,100,600     jan/30     2,717,636       3,083,765  
Gerdau Aços Longos S.A and Gerdau Açominas S.A   Subsidiaries   Financing Agreements     75,584     dec/34     81,723       -  
UFV Barro Alto V Geração de Energia SPE Ltda.   Subsidiary   Financing Agreements     100,496     Mar/35     31,322       -  
UFV Barro Alto VI Geração de Energia SPE Ltda.   Subsidiary   Financing Agreements     100,496     Mar/35     31,294       -  
UFV Barro Alto VII Geração de Energia SPE Ltda.   Subsidiary   Financing Agreements     100,496     Mar/35     31,377       -  
Gerdau Trade Inc.   Subsidiary   Financing Agreements     650,000     Jun/35     3,547,115       -  
Gerdau Ameristeel US Inc.   Subsidiary   Financing Agreements     103,505     oct/37     278,312       315,807  
Gerdau Aços Longos S.A.   Subsidiary   Financing Agreements     12,834     jun/38     9,900       12,216  
GUSAP III LP   Subsidiary   Financing Agreements     1,117,100     apr/44     2,625,100       2,978,763  

 

b) Price conditions and charges

 

Loan agreements between related parties are updated by fixed and/or market rates, such as SOFR, plus exchange rate variation, where applicable. Sales of products and purchases of inputs are made under terms and conditions agreed between the parties.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

c) Management compensation

 

    For the three-month period ended  
    June 30, 2025     June 30, 2024  
Cost of salaries, variable compensation and benefits     9,909       11,029  
Cost of contributions to management's defined contribution pension plans     504       534  
Cost of long-term incentive plans     8,051       8,468  
      18,464       20,031  
                 
Cost of social charges     4,325       4,415  

 

      For the six-month period ended  
      June 30, 2025       June 30, 2024  
Cost of salaries, variable compensation and benefits     19,497       19,795  
Cost of contributions to management's defined contribution pension plans     998       971  
Cost of long-term incentive plans     15,756       15,108  
      36,251       35,874  
                 
Cost of social charges     8,529       8,368  

 

d) Other information from related parties

 

Contributions to the assistance entities Fundação Gerdau, Instituto Gerdau and Fundação Ouro Branco, classified as related parties, amounted R$ 75,176 on June 30, 2025 (R$ 206,344 on December 31, 2024). The defined benefit pension plans and the post-employment health care benefit plan are related parties of the Company and the details of the balances and contributions have been presented in the Employee Benefit Note in the Company's annual Financial Statements.

 

NOTE 17 – EQUITY

 

a) Capital

 

The Board of Directors may, without need to change the bylaws, issue new shares (authorized capital), including the capitalization of profits and reserves up to the authorized limit of 1,500,000,000 common shares and 3,000,000,000 preferred shares, all without nominal value. In the case of capital increase through subscription of new shares, the right of preference shall be exercised in up to 30 days, except in the case of a public offering, when the limit is not less than 10 days. Preferred shares do not have voting rights and cannot be redeemed but have the same rights as common shares in the distribution of dividends and priority in the capital distribution in case of liquidation of the Company.

 

Ownership of the shares is presented below:

 

    Shareholders  
    June 30, 2025     December 31, 2024  
Shareholders   Common     %     Pref.     %     Total     %     Common     %     Pref.     %     Total     %  
Metalúrgica Gerdau S.A.*     702,952,615       97.9       -       -       702,952,615       34.7       702,952,615       97.6       -       -       702,952,615       33.8  
Brazilian institutional investors     528,885       0.1       123,512,129       9.4       124,041,014       6.1       229,736       0.0       147,082,325       10.8       147,312,061       7.1  
Foreign institutional investors     996,727       0.1       580,456,549       44.3       581,453,276       28.7       1,279,113       0.2       1,054,367,471       77.6       1,055,646,584       50.8  
Other shareholders     13,645,092       1.9       575,702,548       44.0       589,347,640       29.0       14,402,355       2.0       120,979,866       8.9       135,382,221       6.5  
Treasury stock     222,900       0.0       30,177,504       2.3       30,400,404       1.5       1,093,011       0.2       36,419,068       2.7       37,512,079       1.8  
      718,346,219       100.0       1,309,848,730       100.0       2,028,194,949       100.0       719,956,830       100.0       1,358,848,730       100.0       2,078,805,560       100.0  

 

* Metalurgica Gerdau S.A. is the controlling shareholder and Indac - Ind. e Com. S.A. (holding of Gerdau's family) is the utltimate controlling shareholder of the Company.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

The movement in the number of common and preferred shares at the beginning and end of the periods, as well as the reconciliation of outstanding shares, is presented below:

 

    June 30, 2025     December 31, 2024  
    Common shares     Preferred shares     Common shares     Preferred shares  
Balance at the beginning of the period     719,956,830       1,358,848,730       600,526,442       1,156,540,608  
Share bonus     -       -       120,105,288       231,308,122  
Cancellation of treasury stocks     (1,610,611 )     (49,000,000 )     (674,900 )     (29,000,000 )
Balance at the end of the period     718,346,219       1,309,848,730       719,956,830       1,358,848,730  
(-) Treasury stocks     (222,900 )     (30,177,504 )     (1,093,011 )     (36,419,068 )
(=) Balance Outstanding Shares     718,123,319       1,279,671,226       718,863,819       1,322,429,662  

 

On April 16, 2024, the Extraordinary General Meeting approved an increase in the Company’s capital by R$ 4,057,882 through the capitalization of part of the balance of the Retained Earnings - Investments and Working Capital Reserve account, with the issue of 351,413,410 new shares, of which 120,105,288 are common shares and 231,308,122 are Preferred Shares, with no par value, distributed to shareholders as a bonus, in the proportion of one new share for every five shares of the same type, held on April 17, 2024.

 

On May 30, 2025, at the Extraordinary General Meeting, the amendment to the caput of article 4 of the Bylaws was approved, as a result of the cancellation of shares approved at the Meeting of the Company's Board of Directors held on April 28, 2025, with the Company's share capital now being R$ 24,347,290 (R$ 24,273,225 net of the cost of issuing shares), divided into 718,346,219 common shares and 1,309,848,730 preferred shares, all with no par value.

 

b) Treasury stocks

 

Changes in treasury stocks are as follows:

 

    June 30, 2025     December 31, 2024  
    Common
shares
    R$     Preferred
shares
    R$     Common
shares
    R$     Preferred
shares
    R$  
Balance at the beginning of the period   1,093,011       20,214     36,419,068     714,064     -     -     7,544,641     150,182  
Share buyback program   740,500       11,398     47,825,857     761,106     1,767,911     31,441     61,156,300     1,163,285  
Long term incentive plan exercvised during the period   -       -     (5,067,421 )   (51,704 )   -     -     (4,946,961 )   (62,005 )
Cancellation of treasury stocks   (1,610,611 )     (28,283 )   (49,000,000 )   (861,288 )   (674,900 )   (11,227 )   (29,000,000 )   (537,398 )
Capital increase with share bonus   -       -     -     -     -     -     1,665,088     -  
Balance at the end of the period   222,900       3,329     30,177,504     562,178     1,093,011     20,214     36,419,068     714,064  

 

These shares are held in treasury for subsequent cancellation, selling in the market or to be granted under the long-term incentive plan of the Company. The average acquisition cost of these shares was R$ 18.63 as of June 30, 2025.

 

On January 20, 2025, the Company ended the share buyback program issued by the Company, disclosed in a material fact on July 31, 2024. During the period, 1,767,911 common shares (GGBR3) were acquired until December 31, 2024, at an average price of R$ 17.78 per share, and 68,000,000 Preferred Shares (GGBR4), of which 61,156,300 shares were acquired until December 31, 2024 and 6,843,700 shares were acquired between January 01, 2025 and January 20, 2025, at an average price of R$ 18.89 per share, corresponding to 100% of the Buyback Program. On the same date, the Company’s Board of Directors approved the cancellation of 1,093,011 common shares (GGBR3) and 25,000,000 Preferred Shares (GGBR4) issued by the Company, with no par value and not reduction in the amount of Capital.

 

On January 20, 2025, the Board of Directors approved a new share buyback program with the objective of: (i) maximizing long-term value generation for shareholders through efficient management of the capital structure and meeting the long-term incentive programs of the Company and its subsidiaries; (ii) holding in treasury; (iii) cancellation; or (iv) subsequent sale on the market. The number of shares to be acquired will be up to 63,000,000 Preferred Shares, representing approximately 5% of the outstanding Preferred Shares (GGBR4) and/or preferred-backed ADRs (GGB) and up to 1,500,000 common shares, representing approximately 10% of the outstanding common shares (GGBR3). The acquisition period began on January 22, 2025, with a maximum term of 12 months, that is, until January 22, 2026, inclusive. As of June 30, 2025, the Company had already acquired 740,500 common shares and 40,982,157 preferred shares, representing the amount of R$ 651,394. Additionally, between July 1, 2025 and the date of approval of this Interim Information by Management, the Company acquired 56,800 common shares and 2,037,500 preferred shares, representing the amount of R$ 34,691.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

On April 28, 2025, the Company's Board of Directors approved the cancellation of 517,600 common shares (GGBR3) and 24,000,000 preferred shares (GGBR4) issued by the Company, with no par value and without reducing the value of the share capital.

 

On July 31, 2025, the Company's Board of Directors approved the cancellation of 279,700 common shares (GGBR3) and 14,101,400 preferred shares (GGBR4) issued by the Company, with no par value and without reducing the value of the share capital.

 

As a result of the cancellation of shares approved at the Board of Directors' Meeting held on July 31, 2025, the Company's capital is now divided into 718,066,519 common shares and 1,295,747,330 preferred shares, both with no par value. The respective amendment to Article 4 of the Bylaws to reflect the new number of shares must be resolved at a General Meeting to be called in due course.

 

c) Capital reserves — consists of premium on issuance of shares.

 

d) Retained earnings

 

I) Legal reserves - under Brazilian Corporate Law, the Company must transfer 5% of the annual net income determined on its statutory books in accordance with Brazilian accounting practices to the legal reserve until this reserve equals 20% of the paid-in capital. The legal reserve can be utilized to increase capital or to absorb losses but cannot be used for dividend purposes.

 

II) Tax incentives reserve — under Brazilian Corporate Law, the Company may transfer to this account part of net income resulting from government benefits which can be excluded from the basis for dividend calculation.

 

III) Investments and working capital reserve - consists of earnings not distributed to shareholders and includes the reserves required by the Company’s by-laws. The Board of Directors may propose to the shareholders the transfer of at least 5% of the profit for each year determined in its statutory books in accordance with accounting practices adopted in Brazil to this reserve. Amount can be allocated to the reserve only after the minimum dividend requirements have been met and its balance cannot exceed the amount of paid-in capital. The reserve can be used to absorb losses, if necessary, for capitalization, for payment of dividends or for the repurchase of shares.

 

e) Operations with non-controlling interests — Corresponds to amounts recognized in equity from changes in non-controlling interests.

 

f) Other reserves - Include: gains and losses on net investment hedge, gains and losses on derivatives accounted as cash flow hedge, pension plan, cumulative translation adjustments and expenses of long-term incentive plans.

 

g) Dividends - the Company credited dividends to shareholders in the amount presented below:

 

Period   Nature   R$/share     Outstanding
shares (thousands)
    Credit   Payment   2025  
1st Quarter   Dividends     0.12       2,009,042     05/08/25   05/19/25     241,085  
Proposed dividends                                 241,085  
                                     
Credit per share (R$)         0.12                          

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

NOTE 18 – EARNINGS PER SHARE (EPS)

 

Basic

 

    For the three-month period ended on  
    June 30, 2025     June 30, 2024*  
    Common     Preferred     Total     Common     Preferred     Total  
                                     
    (in thousands, except share and per share data)     (in thousands, except share and per share data)  
Basic numerator                                                
Allocated net income available to Common and Preferred shareholders     305,999       550,287       856,286       294,307       564,803       859,110  
                                                 
Basic denominator                                                
Weighted-average outstanding shares, after deducting the average of treasury shares     718,280,394       1,291,707,060               720,631,730       1,382,961,025          
                                                 
Earnings per share (in R$) – Basic     0.43       0.43               0.41       0.41          

 

* Retrospectively adjusted to take into account the effect of the capital increase with the issuance of common and preferred shares as a bonus, in the proportion of one new share for every five shares of the same type, as detailed in Note 17.

 

    For the six-month period ended on  
    June 30, 2025     June 30, 2024*  
    Common     Preferred     Total     Common     Preferred     Total  
                                     
    (in thousands, except share and per share data)     (in thousands, except share and per share data)  
Basic numerator                                                
Allocated net income available to Common and Preferred shareholders     570,855       1,034,924       1,605,779       995,074       1,907,818       2,902,892  
                                                 
Basic denominator                                                
Weighted-average outstanding shares, after deducting the average of treasury shares     718,469,633       1,302,541,322               720,631,730       1,381,640,048          
                                                 
Earnings per share (in R$) – Basic     0.79       0.79               1.38       1.38          

 

* Retrospectively adjusted to take into account the effect of the capital increase with the issuance of common and preferred shares as a bonus, in the proportion of one new share for every five shares of the same type, as detailed in Note 17.

 

Diluted

 

    For the three-month period ended on  
    June 30, 2025     June 30, 2024*  
Diluted numerator                
Allocated net income available to Common  and Preferred shareholders                
Net income allocated to preferred shareholders     550,287       564,803  
Add:                
Adjustment to net income allocated to preferred shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of the long term incentive plan     1,255       1,262  
      551,542       566,065  
                 
Net income allocated to common shareholders     305,999       294,307  
Less:                
Adjustment to net income allocated to common shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of the long term incentive plan     (1,255 )     (1,262 )
                 
      304,744       293,045  
                 
Diluted denominator                
Weighted - average number of shares outstanding                
Common Shares     718,280,394       720,631,730  
Preferred Shares                
Weighted-average number of preferred shares outstanding     1,291,707,060       1,382,961,025  
Potential increase in number of preferred shares outstanding due to the long term incentive plan     8,278,206       9,055,133  
Total     1,299,985,266       1,392,016,158  
                 
Earnings per share – Diluted (Common and Preferred Shares) - in R$     0.42       0.41  

 

* Retrospectively adjusted to take into account the effect of the capital increase with the issuance of common and preferred shares as a bonus, in the proportion of one new share for every five shares of the same type, as detailed in Note 17

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

    For the six-month period ended on  
    June 30, 2025     June 30, 2024*  
Diluted numerator                
Allocated net income available to Common and Preferred shareholders                
Net income allocated to preferred shareholders     1,034,924       1,907,818  
Add:                
Adjustment to net income allocated to preferred shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of the long term incentive plan     2,597       4,724  
      1,037,521       1,912,542  
                 
Net income allocated to common shareholders     570,855       995,074  
Less:                
Adjustment to net income allocated to common shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of the long term incentive plan     (2,597 )     (4,724 )
                 
      568,258       990,350  
                 
Diluted denominator                
Weighted - average number of shares outstanding                
Common Shares     718,469,633       720,631,730  
Preferred Shares                
Weighted-average number of preferred shares outstanding     1,302,541,322       1,381,640,048  
Potential increase in number of preferred shares outstanding due to the long term incentive plan     9,233,325       10,027,050  
Total     1,311,774,647       1,391,667,098  
                 
Earnings per share – Diluted (Common and Preferred Shares) - in R$     0.79       1.37  

 

* Retrospectively adjusted to take into account the effect of the capital increase with the issuance of common and preferred shares as a bonus, in the proportion of one new share for every five shares of the same type, as detailed in Note 17

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

NOTE 19 – LONG-TERM INCENTIVE PLANS

 

Restricted Shares and Performance Shares Summary:

 

Balance as of January 01, 2024     14,308,539  
Granted     5,739,213  
Share Bonus     2,910,064  
Cancelled     (2,581,216 )
Exercised     (4,093,375 )
Balance as of December 31, 2024     16,283,225  
Granted     7,962,843  
Forfeited     (1,881,065 )
Exercised     (5,067,419 )
Balance as of June 30, 2025     17,297,584  

 

The Company recognizes the cost of the long-term incentive plan through Restricted Shares and Performance Shares based on the fair value of the options granted on the grant date over the grace period for exercising each grant. The fair value of the options granted is equivalent to the fair value of the services rendered to the Company, being R$ 16.43 for the 2025 grant (R$ 23.40 for the 2024 grant). The vesting period for the year is 3 years for grants made from 2017 onwards. The cost of the long-term incentive plan recognized in income, in the three-month period ended on June 30, 2025, was R$ 41,330 (R$ 40,124 for the three-month period ended on June 30, 2024), and in the six-month period ended on June 30, 2025, was R$ 82,232 (R$ 75,588 for the six-month period ended on June 30, 2024).

 

As of June 30, 2025, the Company has a total of 16,076,104 preferred shares in treasury (after cancellation made on July 31, 2025) and, according to Note 17, these shares may be used for serving this plan.

 

NOTE 20 – EXPENSES BY NATURE

 

The Company opted to present its Consolidated Statement of Income by function. As required by IAS 1, the Consolidated Statement of Income by nature is as follows:

 

    For the three-month periods ended     For the six-month periods ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Depreciation and amortization     (936,543 )     (771,320 )     (1,810,379 )     (1,497,105 )
Labor expenses     (2,310,889 )     (2,086,121 )     (4,567,284 )     (4,035,047 )
Raw material and consumption material     (11,091,659 )     (10,504,859 )     (22,233,351 )     (20,524,029 )
Freight     (1,156,112 )     (1,066,621 )     (2,312,972 )     (2,163,284 )
Other expenses/income     (571,653 )     (674,911 )     (1,141,570 )     (421,434 )
      (16,066,856 )     (15,103,832 )     (32,065,556 )     (28,640,899 )
                                 
Classified as:                                
Cost of sales     (15,495,203 )     (14,428,921 )     (30,923,986 )     (28,219,465 )
Selling expenses     (205,407 )     (186,192 )     (399,319 )     (369,199 )
General and administrative expenses     (351,505 )     (344,470 )     (700,463 )     (662,399 )
Other operating income     77,346       154,906       101,721       199,902  
Other operating expenses     (89,456 )     (196,124 )     (136,930 )     (274,980 )
Recovery of Eletrobras Compulsory Loan     -       100,860       -       100,860  
Results in operations with joint ventures     -       -       -       808,367  
Impairment of financial assets     (2,631 )     (4,264 )     (6,579 )     (24,358 )
Impairment of assets     -       (199,627 )     -       (199,627 )
      (16,066,856 )     (15,103,832 )     (32,065,556 )     (28,640,899 )

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

NOTE 21 – FINANCIAL INCOME

 

    For the three-month periods ended     For the six-month periods ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Income from short-term investments     64,383       75,562       123,588       187,153  
Interest income and other financial incomes     76,383       109,723       171,260       172,806  
Financial income total     140,766       185,285       294,848       359,959  
                                 
Interest on debts     (314,436 )     (180,786 )     (573,375 )     (365,501 )
Monetary variation and other financial expenses     (142,203 )     (190,946 )     (319,913 )     (349,429 )
Financial expenses total     (456,639 )     (371,732 )     (893,288 )     (714,930 )
                                 
Hyperinflation adjustments in Argentina     (60,277 )     (224,255 )     (129,699 )     (514,557 )
Other exchange variations     88,351       (153,534 )     164,014       (183,867 )
Exchange variations, net     28,074       (377,789 )     34,315       (698,424 )
                                 
Buyback of bonds (Note 12.b)     (39,646 )     -       (39,646 )     -  
Gains and Losses on derivatives, net     (7,294 )     (33,042 )     (38,856 )     (19,630 )
Financial result, net     (334,739 )     (597,278 )     (642,627 )     (1,073,025 )

 

NOTE 22 – SEGMENT REPORTING

 

The chief operating decision maker, responsible for making operational decisions, allocating resources, and evaluating performance include the Executive Board and the Board of Directors, which evaluate the performance of their business segments using Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization). The information presented to senior management, including the respective performance of each segment, is derived from records maintained in accordance with accounting practices, with some reallocations between segments.

 

Starting with the disclosure of the results of 2025, the Company began to disclose the information and results of its business segments as follows:

 

• Brazil Segment: includes the long, flat and special steel operations and the iron ore operation located in Brazil and and joint ventures (note 3.2) and associates (note 3.3) companies located in Brazil.

 

• North America Segment: includes the long and specialty steel operations located in Canada and the United States and the joint ventures (note 3.2) located in Canada and Mexico

 

• South America Segment: includes the operations in Argentina, Peru and Uruguay.

 

Information by business segment:                                      
    For the three-month periods ended  
    Brazil Segment     North America Segment     South America Segment     Eliminations and Adjustments     Consolidated  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30,2024     June 30, 2025     June 30, 2024  
Net sales     7,316,603       7,195,536       9,139,026       8,221,341       1,331,189       1,404,902       (261,068 )     (205,962 )     17,525,750       16,615,817  
Cost of sales     (6,794,331 )     (6,543,347 )     (7,744,464 )     (6,867,717 )     (1,219,042 )     (1,214,877 )     262,634       197,020       (15,495,203 )     (14,428,921 )
Gross profit     522,272       652,189       1,394,562       1,353,624       112,147       190,025       1,566       (8,942 )     2,030,547       2,186,896  
Selling, general and administrative expenses     (255,018 )     (229,305 )     (203,979 )     (192,643 )     (42,003 )     (41,400 )     (55,912 )     (67,314 )     (556,912 )     (530,662 )
Other operating income (expenses)     (2,344 )     (27,907 )     31,325       (4,489 )     782       1,959       (41,873 )     (10,781 )     (12,110 )     (41,218 )
Depreciation and amortization     545,917       447,440       316,785       245,760       78,192       75,469       (4,351 )     2,651       936,543       771,320  
Adjusted EBITDA proportional to joint ventures and associate companies*     66,424       11,155       96,603       212,773       -       -       -       -       163,027       223,928  
Tax credits/provisions recovery **     -       -       -       -       -       -       -       13,462       -       13,462  
Adjusted EBITDA     877,251       853,572       1,635,296       1,615,025       149,118       226,053       (100,570 )     (70,924 )     2,561,095       2,623,726  
                                                                                 
*Adjusted EBITDA proportional to joint ventures and associate companies                                                                                
Operational income (Loss) before financial income (expenses) and taxes proportional to Joint Ventures and associate companies     44,274       226       56,996       173,414       -       -       -       -       101,270       173,640  
Depreciation and amortization proportional to joint ventures and associate companies     22,150       10,929       39,607       39,359       -       -       -       -       61,757       50,288  
Adjusted EBITDA proportional to joint ventures and associate companies     66,424       11,155       96,603       212,773       -       -       -       -       163,027       223,928  
                                                                                 
** Tax credits/provisions recovery: includes other non-recurring items adjusted in EBITDA.                                                                                
                                                                                 
Supplemental information:                                                                                
Net sales between segments     261,068       205,962       -       -       -       -       -       -       261,068       205,962  

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

Information by business segment:                                      
    For the six-month periods ended  
    Brazil Segment     North America Segment     South America Segment     Eliminations and Adjustments     Consolidated  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net sales     14,810,821       14,549,473       17,907,219       16,135,637       2,696,697       2,595,500       (513,651 )     (454,530 )     34,901,086       32,826,080  
Cost of sales     (13,493,414 )     (13,255,207 )     (15,517,701 )     (13,245,956 )     (2,424,828 )     (2,151,877 )     511,957       433,575       (30,923,986 )     (28,219,465 )
Gross profit     1,317,407       1,294,266       2,389,518       2,889,681       271,869       443,623       (1,694 )     (20,955 )     3,977,100       4,606,615  
Selling, general and administrative expenses     (480,806 )     (464,811 )     (416,907 )     (377,557 )     (87,359 )     (76,880 )     (114,710 )     (112,350 )     (1,099,782 )     (1,031,598 )
Other operating income (expenses)     (7,276 )     (49,850 )     31,263       3,722       5,230       10,559       (64,426 )     (39,509 )     (35,209 )     (75,078 )
Depreciation and amortization     1,035,283       879,951       627,240       478,058       147,856       133,873       -       5,223       1,810,379       1,497,105  
Adjusted EBITDA proportional to joint ventures and associate companies*     108,625       32,931       201,902       395,167       -       -       -       -       310,527       428,098  
Tax credits/provisions recovery **     -       -       -       -       -       -       -       13,462       -       13,462  
Adjusted EBITDA     1,973,233       1,692,487       2,833,016       3,389,071       337,596       511,175       (180,830 )     (154,129 )     4,963,015       5,438,604  
                                                                                 
*Adjusted EBITDA proportional to joint ventures and associate companies                                                                                
Operational income (Loss) before financial income (expenses) and taxes proportional to Joint Ventures and associate companies     65,438       11,790       123,091       318,020       -       -       -       -       188,529       329,810  
Depreciation and amortization proportional to joint ventures and associate companies     43,187       21,141       78,811       77,147       -       -       -       -       121,998       98,288  
Adjusted EBITDA proportional to joint ventures and associate companies     108,625       32,931       201,902       395,167       -       -       -       -       310,527       428,098  
                                                                                 
** Tax credits/provisions recovery: includes other non-recurring items adjusted in EBITDA.                                                                                
                                                                                 
Supplemental information:                                                                                
Net sales between segments     513,651       454,530       -       -       -       -       -       -       513,651       454,530  
                                                                                 
      June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024  
Investments in associates and joint ventures     1,157,211       1,373,663       2,799,249       2,848,654       -       -       -       -       3,956,460       4,222,317  
Total assets     37,568,622       32,692,029       37,614,150       39,788,415       5,060,126       5,921,448       6,611,172       8,412,601       86,854,070       86,814,493  
Total liabilities     10,523,495       10,040,090       3,699,998       3,468,797       1,241,289       1,361,551       16,265,082       13,770,269       31,729,864       28,640,707  

 

    For the three-month periods ended     For the six-month periods ended  
Reconciliation of income before taxes to adjusted EBITDA for the period   June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Income before taxes     1,150,598       1,022,789       2,228,616       3,299,354  
Financial result, net     334,739       597,278       642,627       1,073,025  
Income before financial income (expenses) and taxes     1,485,337       1,620,067       2,871,243       4,372,379  
Depreciation and amortization     936,543       771,320       1,810,379       1,497,105  
Results in operations with joint ventures     -       -       -       (808,367 )
Impairment of financial assets     2,631       4,264       6,579       24,358  
Recovery of Eletrobras compulsory loan     -       (100,860 )     -       (100,860 )
Impairment of assets     -       199,627       -       199,627  
Equity in earnings of unconsolidated companies     (26,443 )     (108,082 )     (35,713 )     (187,198 )
Operational income (Loss) before financial income (expenses) and taxes proportional to Joint Ventures and associate companies     101,270       173,640       188,529       329,810  
Depreciation/amortization proportional to joint ventures and associate companies     61,757       50,288       121,998       98,288  
Tax credits/provisions recovery     -       13,462       -       13,462  
Adjusted EBITDA     2,561,095       2,623,726       4,963,015       5,438,604  

 

The main products by business segment are:

 

- Brazil Segment: rebar, bars (including special bar quality), wide flange beams, wires, plates, hot rolled plates, billets, blooms, slabs, wire rod and structural shapes.

 

- North America Segment: rebar, bars (including special bar quality), wire rod, structural shapes, wide flange beams and billets.

 

- South America Segment: rebar, bars, wires, wide flange beams and billets.

 

The column of eliminations and adjustments includes the elimination of sales and intercompany loans between segments in the context of the Consolidated Financial Statements. This column also includes amounts that are not part of operational results of a specific segment, such as selling, general and administrative expenses of corporate employees, other operating income and expenses and the related income tax effects of these amounts.

 

The Company's geographic information with net sales classified according to the geographical region where the products were shipped is as follows:

 

Information by geographic area:                              
    For the three-month periods ended  
    Brazil     North America     South America (1)     Consolidated  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net sales     7,055,535       6,989,574       9,139,026       8,221,341       1,331,189       1,404,902       17,525,750       16,615,817  

 

(1) Does not include operations of Brazil

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

    For the six-month periods ended  
    Brazil     North America     South America (1)     Consolidated  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net sales     14,297,170       14,094,943       17,907,219       16,135,637       2,696,697       2,595,500       34,901,086       32,826,080  
                                                                 
      June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024       June 30, 2025       December 31, 2024  
Non-current assets(2)     25,382,283       23,140,462       23,590,376       25,939,819       2,265,191       2,591,478       51,237,851       51,671,759  

 

(1) Does not include operations of Brazil

(2) Does not include Deferred income taxes, Fair value of derivatives and Prepaid pension cost                              

 

IFRS requires the Company to disclose revenues from external customers for each product and service, or each group of similar products and services, unless the necessary information is not available and the cost to develop it would be excessive. Management does not consider this information useful for its decision-making process, because it would aggregate sales in different markets and in different currencies, subject to the effects of changes in exchange rates. Furthermore, the trends of steel consumption and the price dynamics of each product or group of products in different countries and different markets within these countries are poorly correlated and, as a result, the information would not be useful and would not serve to reach any conclusions about historical trends. Considering this scenario and considering that the information of revenue from external customers by product and service is not maintained by the Company on a consolidated basis and the cost to obtain this information would be excessive compared to the benefits of the information, the Company does not present revenue by product and service.

 

NOTE 23 – IMPAIRMENT OF ASSETS

 

The impairment test of goodwill and other long-lived assets is tested based on the analysis and identification of facts or circumstances that may involve the need to perform the impairment test. The Company performs impairment tests of goodwill and other long-lived assets, based on projections of discounted cash flows, which take into account assumptions such as: cost of capital, growth rate and adjustments applied to flows in perpetuity, methodology for working capital determination, investment plans, and long-term economic-financial forecasts.

 

To determine the recoverable amount of each business segment, the Company uses the discounted cash flow method, taking as basis, financial and economic projections for each segment. The projections are updated to take into consideration any observed changes in the economic environment of the market in which the Company operates, as well as premises of expected results and historical profitability of each segment.

 

The impairment test of goodwill allocated to the business segments is carried out annually in December and it is anticipated if events or circumstances indicate that it is necessary. In the test carried out in the year 2024, considering the new composition of the business segments disclosed in note 2.1, the Company carried out a sensitivity analysis of the discount rate and perpetuity growth rate as well as a combination of both, given their potential impacts on cash flows, where an increase of 0.5 percentage points in the discount rate of each segment’s cash flow would result in a recoverable amount that exceeded book value as shown below: a) North America: R$ 3,642 million; b) South America: R$ 1,247 million; and c) Brazil: R$ 5,026 million. On the other hand, a decrease of 0.5 percentage points in the perpetuity growth rate of the cash flow of each business segment would result in a recoverable amount that exceeded book value as shown below: a) North America: R$ 4,220 million; b) South America: R$ 1,326 million; and c) Brazil: R$ 5,592 million. A combination of the above-mentioned sensitivities in the cash flow of each segment would result in a recoverable amount exceeding the book value as follows: a) North America: R$ 2,255 million; b) South America: R$ 1,149 million; and c) Brazil: R$ 3,803 million.

 

The Company concluded that there are no indications that demand the performance of the impairment test of goodwill and other long-lived assets for the period ended on June 30, 2025.

 

The Company will maintain over 2025 its constant monitoring of the steel market in order to identify any deterioration, significant drop in demand from steel consuming sectors (notably automotive and construction), stoppage of industrial plants or activities relevant changes in the economy or financial market that result in increased perception of risk or reduction of liquidity and refinancing capacity. Although the projections made by the Company provide a challenging scenario, events that impact the economic environment and business, if manifested in a greater intensity than that anticipated in the assumptions made by management, may lead the Company to revise its projections of value in use and eventually result in impairment losses.

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2025

(In thousands of Brazilian Reais – R$, unless otherwise stated)

(Unaudited)

 

 

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On July 1, 2025, the Company chose to designate the amount raised in the June 2025 Ten-Year Bonds transaction as a net investment hedge. Consequently, the effect of the exchange rate variation on this debt in the amount of US$ 650 million (equivalent to R$ 3,547 million on June 30, 2025) will be recognized in the Statement of Comprehensive Income.

 

II) On July 30, 2025, the Board of Directors made a proposal regarding the advance payment of the mandatory minimum dividend stipulated in the Bylaws, referring to the current fiscal year, to be paid in the form of Dividends, which will be calculated and credited on the positions held by shareholders on August 11, 2025, in the amount of R$239.5 million (R$ 0.12 per common and preferred share), with payment scheduled for August 18, 2025, and was submitted and approved by the Board of Directors on July 31, 2025.

 

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