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6-K 1 tm2612567d1_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 April 27, 2026

 

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 March 31, 2026

 

 


 

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: April 27, 2026

 

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

 

 

 

EX-99.1 2 tm2612567d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

GERDAU S.A.

Condensed consolidated interim financial statements

as of March 31, 2026

 


 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

      Note     March 31, 2026     December 31, 2025  
CURRENT ASSETS                        
Cash and cash equivalents     4       5,275,885       5,929,170  
Short-term investments     4       313,950       445,627  
Trade accounts receivable - net     5       5,862,552       4,810,640  
Inventories     6       15,190,355       14,731,081  
Tax credits             1,058,454       1,282,249  
Income and social contribution taxes recoverable             295,459       685,811  
Dividends receivable             5,001       4,981  
Fair value of derivatives     14       18,231       36,623  
Other current assets             553,639       678,899  
              28,573,526       28,605,081  
                         
NON-CURRENT ASSETS                        
Tax credits             1,446,233       1,429,324  
Deferred income taxes     7       2,559,877       2,561,980  
Judicial deposits     15       155,933       150,893  
Other non-current assets             370,157       387,708  
Prepaid pension cost             9,328       9,328  
Investments in associates and joint ventures     8       3,863,155       3,944,474  
Goodwill     10       11,376,317       11,995,727  
Right of use             1,420,399       1,271,462  
Other Intangibles             684,965       691,365  
Property, plant and equipment, net     9       30,587,649       30,640,833  
              52,474,013       53,083,094  
                         
TOTAL ASSETS             81,047,539       81,688,175  

 

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     March 31, 2026     December 31, 2025  
CURRENT LIABILITIES                        
Trade accounts payable - domestic market     11       4,295,422       3,641,918  
Trade accounts payable - debtor risk     11       392,073       381,415  
Trade accounts payable - imports     11       1,265,018       986,338  
Short-term debt     12       708,013       897,295  
Debentures     13       201,828       44,609  
Taxes payable             430,747       400,293  
Income and social contribution taxes payable             183,272       289,862  
Payroll and related liabilities             596,732       915,508  
Leasing payable             472,963       386,472  
Employee benefits             781       594  
Environmental liabilities             393,591       382,800  
Fair value of derivatives     14       94       3,306  
Other current liabilities             1,419,857       1,557,010  
              10,360,391       9,887,420  
                         
NON-CURRENT LIABILITIES                        
Long-term debt     12       8,561,208       8,877,457  
Debentures     13       4,363,358       4,362,790  
Deferred income taxes     7       369,392       353,828  
Provision for tax, civil and labor liabilities     15       2,342,518       2,292,412  
Environmental liabilities             206,924       237,865  
Employee benefits             367,010       404,085  
Leasing payable             1,067,379       1,002,689  
Other non-current liabilities             437,370       471,140  
              17,715,159       18,002,266  
                         
EQUITY     17                  
Capital             24,273,225       24,273,225  
Capital reserves             11,597       11,597  
Treasury stocks             (553,729 )     (520,067 )
Retained earnings             23,723,184       23,054,501  
Transactions with non-controlling interests without change of control             (2,904,670 )     (2,904,670 )
Other reserves             8,222,846       9,670,807  
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT             52,772,453       53,585,393  
                         
NON-CONTROLLING INTERESTS             199,536       213,096  
                         
EQUITY             52,971,989       53,798,489  
                         
TOTAL LIABILITIES AND EQUITY             81,047,539       81,688,175  

 

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  
    Note     March 31, 2026     March 31, 2025  
NET SALES             16,715,661       17,375,336  
Cost of sales     20       (14,421,794 )     (15,428,783 )
GROSS PROFIT             2,293,867       1,946,553  
Selling expenses     20       (185,563 )     (193,912 )
General and administrative expenses     20       (336,312 )     (348,958 )
Other operating income     20       56,738       24,375  
Other operating expenses     20       (48,425 )     (47,474 )
Impairment of financial assets     20       (28,413 )     (3,948 )
Equity in earnings of unconsolidated companies     8       82,063       9,270  
                         
INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES             1,833,955       1,385,906  
Financial income     21       125,881       154,082  
Financial expenses     21       (442,791 )     (436,649 )
Exchange variations, net     21       15,388       6,241  
Gains (Losses) on financial instruments, net     21       (18,975 )     (31,562 )
                         
INCOME BEFORE TAXES             1,513,458       1,078,018  
Current     7       (464,766 )     (274,820 )
Deferred     7       (35,337 )     (45,394 )
Income and social contribution taxes             (500,103 )     (320,214 )
                         
NET INCOME             1,013,355       757,804  
                         
ATTRIBUTABLE TO:                        
Owners of the parent             1,002,050       749,493  
Non-controlling interests             11,305       8,311  
              1,013,355       757,804  
                         
Basic earnings per share - preferred - (R$)     18       0.51       0.37  
Basic earnings per share - common - (R$)     18       0.51       0.37  
                         
Diluted earnings per share - preferred - (R$)     18       0.51       0.37  
Diluted earnings per share - common - (R$)     18       0.51       0.37  

 

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  
    March 31, 2026     March 31, 2025  
Net income for the period     1,013,355       757,804  
Items that may be reclassified subsequently to profit or loss                
Other comprehensive income from associates and joint ventures     (145,217 )     (433,423 )
Cumulative translation adjustment     (1,487,879 )     (1,986,799 )
Recycling of cumulative translation adjustment to net income                
Unrealized Gains on net investment hedge     182,659       187,071  
      (1,450,437 )     (2,233,151 )
                 
Items that will not be reclassified subsequently to profit or loss                
Remeasurement of defined benefit pension plan, net of tax     5,010       -  
      5,010       -  
                 
Total comprehensive income for the period, net of tax     (432,072 )     (1,475,347 )
                 
Total comprehensive income attributable to:                
Owners of the parent     (428,321 )     (1,473,121 )
Non-controlling interests     (3,751 )     (2,226 )
      (432,072 )     (1,475,347 )

 

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, 2025     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     -       -       -       -       -       -       749,493       -       -       -       -       -       -       749,493       8,311       757,804  
Other comprehensive income (loss) recognized in the period     -       -       -       -       -       -       -       -       187,071       -       (2,409,685 )     -       -       (2,222,614 )     (10,537 )     (2,233,151 )
Total comprehensive income (loss) recognized in the period     -       -       -       -       -       -       749,493       -       187,071       -       (2,409,685 )     -       -       (1,473,121 )     (2,226 )     (1,475,347 )
Effects of the share buyback program     -       (280,892 )     -       -       -       -       -       -       -       -       -       -       -       (280,892 )     -       (280,892 )
Cancellation of treasury stocks     -       494,389       -       -       -       (494,389 )     -       -       -       -       -       -       -       -       -       -  
Long term incentive plan cost recognized in the period     -       -       -       -       -       -       -       -       -       -       -       -       (23,484 )     (23,484 )     (46 )     (23,530 )
Long term incentive plan exercised during the period     -       51,436       -       -       -       (2,349 )     -       -       -       -       -       -       -       49,087       12       49,099  
Effects of interest changes in subsidiaries     -       -       -       -       -       -       -       -       -       -       -       -       -       -       1,314       1,314  
Dividend in excess of the minimum estatutory undistributed in 2024     -       -       -       -       -       (203,272 )     -       -       -       -       -       -       -       (203,272 )     -       (203,272 )
Dividends/interest on equity     -       -       -       -       -       -       -       -       -       -       -       -       -       -       (21,708 )     (21,708 )
Balance as of March 31, 2025     24,273,225       (469,345 )     11,597       2,756,989       2,914,226       17,866,992       749,493       (2,904,670 )     (9,202,604 )     (12,734 )     19,645,414       215,370       173,124       56,017,077       202,373       56,219,450  
                                                                                                                                 
Balance as of December 31, 2025 (Note 17)     24,273,225       (520,067 )     11,597       2,826,340       2,914,226       17,313,935       -       (2,904,670 )     (9,142,979 )     (12,734 )     18,302,496       267,210       256,814       53,585,393       213,096       53,798,489  
2026 Changes in Equity                                                                                                                                
Net income     -       -       -       -       -       -       1,002,050       -       -               -       -       -       1,002,050       11,305       1,013,355  
Other comprehensive income (loss) recognized in the period     -       -       -       -       -       -       -       -       182,659               (1,618,036 )     5,006       -       (1,430,371 )     (15,056 )     (1,445,427 )
Total comprehensive income (loss) recognized in the period     -       -       -       -       -       -       1,002,050       -       182,659       -       (1,618,036 )     5,006       -       (428,321 )     (3,751 )     (432,072 )
Effects of the share buyback program     -       (206,391 )     -       -       -       -       -       -       -               -       -       -       (206,391 )     -       (206,391 )
Cancellation of treasury stocks     -       142,578       -       -       -       (142,578 )     -       -       -               -       -       -       -       -       -  
Long term incentive plan cost recognized in the period     -       -       -       -       -       -       -       -       -               -       -       (17,590 )     (17,590 )     (36 )     (17,626 )
Long term incentive plan exercised during the period     -       30,151       -       -       -       7,102       -       -       -               -       -       -       37,253       21       37,274  
Effects of interest changes in subsidiaries     -       -       -       -       -       -       -       -       -               -       -       -       -       (7,447 )     (7,447 )
Dividend in excess of the minimum estatutory undistributed in 2025     -       -       -       -       -       (197,891 )     -       -       -               -       -       -       (197,891 )     -       (197,891 )
Dividends/interest on equity     -       -       -       -       -       -       -       -       -               -       -       -       -       (2,347 )     (2,347 )
Balance as of March 31, 2026 (Note 17)     24,273,225       (553,729 )     11,597       2,826,340       2,914,226       16,980,568       1,002,050       (2,904,670 )     (8,960,320 )     (12,734 )     16,684,460       272,216       239,224       52,772,453       199,536       52,971,989  

 

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 three-month period ended  
    Note     March 31, 2026     March 31, 2025  
Cash flows from operating activities                        
Net income for the period             1,013,355       757,804  
Adjustments to reconcile net income for the period to net cash provided by operating activities:                        
Depreciation and amortization     20       902,394       873,836  
Equity in earnings of unconsolidated companies     8       (82,063 )     (9,270 )
Exchange variation, net     21       (15,388 )     (6,241 )
Gains and losses on derivative financial instruments, net     21       18,975       31,562  
Post-employment benefits             75,354       78,045  
Long-term incentive plans             39,605       40,902  
Income tax     7       500,103       320,214  
Losses on disposal of property, plant and equipment             5,216       8,591  
Impairment of financial assets             28,413       3,948  
Provision of tax, civil, labor and environmental liabilities, net             50,392       27,617  
Interest income on short-term investments             (45,132 )     (41,991 )
Interest expense on debt and debentures     21       282,264       258,940  
Interest expense on lease liabilities             31,665       33,165  
(Reversal) Provision of net realizable value adjustment in inventory, net     6       (25,257 )     2,527  
              2,779,896       2,379,649  
Changes in assets and liabilities                        
Increase in trade accounts receivable             (1,241,781 )     (1,195,268 )
Increase in inventories             (874,987 )     (504,059 )
Increase in trade accounts payable             1,136,909       931,867  
Increase in other receivables             (5,040 )     (5,185 )
Decrease in other payables             (317,181 )     (458,587 )
Dividends from associates and joint ventures             18,254       19,617  
Purchases of short-term investments             (3,093 )     (137,299 )
Proceeds from maturities and sales of short-term investments             179,497       301,593  
Cash provided by operating activities             1,672,474       1,332,328  
                         
Interest paid on loans and financing             (38,968 )     (81,935 )
Interest paid on lease liabilities             (31,665 )     (33,165 )
Income and social contribution taxes paid             (92,534 )     (316,368 )
Net cash provided by operating activities             1,509,307       900,860  
                         
Cash flows from investing activities                        
Purchases of property, plant and equipment     9       (1,167,975 )     (1,838,720 )
Proceeds from sales of property, plant and equipment, investments and other intangibles             4,315       13,779  
Additions in other intangibles             (37,175 )     (33,388 )
Payment for acquisition of company control             -       (433,179 )
Capital increase in joint ventures     8       (89 )     (88,800 )
Net cash used in investing activities             (1,200,924 )     (2,380,308 )
                         
Cash flows from financing activities                        
Purchases of treasury stocks             (206,391 )     (280,892 )
Dividends and interest on capital paid             (187,041 )     (202,632 )
Proceeds from loans and financing             81,443       1,249,234  
Repayment of loans and financing             (300,000 )     (54,516 )
Leasing payment             (111,392 )     (116,783 )
Intercompany loans, net             -       -  
Net cash (used) provided in financing activities             (723,381 )     594,411  
                         
Exchange variation on cash and cash equivalents             (238,287 )     (403,232 )
                         
Decrease in cash and cash equivalents             (653,285 )     (1,288,269 )
Cash and cash equivalents at beginning of period             5,929,170       7,767,813  
Cash and cash equivalents at end of period             5,275,885       6,479,544  

 

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 March 31, 2026

(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 April 27, 2026.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

2.1 - Basis of Presentation

 

The Company's Condensed Consolidated Interim Financial Statements for the three-month period ended on March 31, 2026 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, 2025, 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, 2025.

 

2.2 – New accounting standards

 

The issued and/or reviewed IFRS standards made by the IASB that are effective for the year started in 2026 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 2027 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 19 - Subsidiaries without Public Accountability: Disclosures. Amends disclosure requirements originally provided for this standard. This amendment to the standards is effective for years beginning on/or after January 1, 2027. The Company does not expect material impacts on its Financial Statements.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

- Amendment to IAS 21 – Translation to a Hyperinflationary Presentation Currency. Changes treatment and disclosure requirements originally set forth in this standard. This amendment is effective for fiscal years beginning on or after January 1, 2027. The Company does not expect significant impacts on its Financial Statements.

 

- Amendment to the Illustrative Examples of IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37 – Disclosures about Uncertainties in the Financial Statements. Changes disclosure requirements originally set forth in these standards. This amendment is effective for fiscal years beginning on or after January 1, 2027. The Company does not expect significant impacts on its Financial Statements.

 

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 March 31, 2026, when compared to those existing on December 31, 2025.

 

3.2 - Joint Ventures

 

Listed below are the interests in joint ventures:

 

        Equity Interests  
Joint ventures   Country   Total capital(*)  
        March 31, 2026     December 31, 2025  
MRM Guide Rail   Canada     50.00       50.00  
Gerdau Corsa S.A.P.I. de CV   Mexico     75.00       75.00  
Juntos Somos Mais Fidelização S.A.   Brazil     27.50       27.48  
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   March 31, 2026     December 31, 2025  
Cash and cash equivalents     5,680,467       5,268,140  
Total current assets     8,568,568       8,204,754  
Total non-current assets     25,030,520       24,726,193  
Short-term debt     1,342,532       1,363,974  
Total current liabilities     4,671,838       4,760,141  
Long-term debt     10,812,221       9,796,171  
Total non-current liabilities     15,307,912       14,146,451  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

    Joint ventures  
    For the three-month period ended  
Joint ventures   March 31, 2026     March 31, 2025  
Net sales     3,379,242       2,968,762  
Cost of sales     (2,328,576 )     (2,053,154 )
Income before financial income (expences) and taxes     802,276       690,741  
Financial income     458,513       278,452  
Financial expenses     (761,157 )     (505,063 )
Income and social contribution taxes     (302,494 )     (144,501 )
Net income     197,137       319,424  
Depreciation and amortization     (400,321 )     (347,014 )
Total comprehensive income for the year, net of tax     197,137       319,424  

 

3.3 — Associate companies

 

Listed below is the interest in associate companies:

 

        Equity interests  
Associate companies   Country   Total capital (*)  
        March 31, 2026     December 31, 2025  
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     March 31, 2026       December 31, 2025  
Cash and cash equivalents     16,107       19,489  
Total current assets     225,673       159,054  
Total non-current assets     1,359,998       1,330,910  
Total current liabilities     223,154       156,974  
Total non-current liabilities     174,307       131,565  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

    Associate companies  
    For the three-month period ended  
Associate companies   March 31, 2026     March 31, 2025  
Net sales     194,158       117,432  
Cost of sales     (199,051 )     (104,259 )
Income before financial income (expences) and taxes     (10,379 )     6,530  
Financial income     4,004       7,390  
Financial expenses     (29,356 )     (25,857 )
Income and social contribution taxes     9,044       4,375  
Net income     (26,688 )     (7,563 )
Depreciation and amortization     (16,027 )     (13,825 )
Total comprehensive income for the year, net of tax     (26,688 )     (7,563 )

 

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

 

Cash and cash equivalents

 

    March 31, 2026     December 31, 2025  
Cash     12,638       14,710  
Banks and immediately available investments     5,263,247       5,914,460  
Cash and cash equivalents     5,275,885       5,929,170  

 

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

 

    March 31, 2026     December 31, 2025  
Short-term investments     313,950       445,627  

 

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

 

    March 31, 2026     December 31, 2025  
Trade accounts receivable - in Brazil     2,519,646       1,912,129  
Trade accounts receivable - exports from Brazil     462,221       718,930  
Trade accounts receivable - foreign subsidiaries     2,981,113       2,271,451  
(-) Impairment of financial assets     (100,428 )     (91,870 )
      5,862,552       4,810,640  

 

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

Accounts receivable by aging are as follows:

 

    March 31, 2026     December 31, 2025  
Current     5,410,120       4,326,579  
Past-due:                
   Up to 30 days     395,257       369,766  
   From 31 to 60 days     24,565       100,422  
   From 61 to 90 days     22,502       14,946  
   From 91 to 180 days     53,748       50,845  
   From 181 to 360 days     25,749       14,326  
   Above 360 days     31,039       25,626  
(-) Impairment on financial assets     (100,428 )     (91,870 )
      5,862,552       4,810,640  

 

NOTE 6 - INVENTORIES

 

    March 31, 2026     December 31, 2025  
Finished products     7,095,262       6,903,389  
Work in progress     3,492,940       3,255,250  
Raw materials     3,007,180       3,085,485  
Storeroom supplies     1,033,098       1,054,641  
Imports in transit     588,628       484,408  
(-) Allowance for adjustments to net realizable value     (26,753 )     (52,092 )
      15,190,355       14,731,081  

 

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, 2025     (29,558 )
Provision for the year     (59,291 )
Reversal of adjustments to net realizable value     35,819  
Acquisition of company control     (746 )
Exchange rate variation     1,684  
Balance as of December 31, 2025     (52,092 )
Provision for the year     (458 )
Reversal of adjustments to net realizable value     25,715  
Exchange rate variation     82  
Balance as of March 31, 2026     (26,753 )

 

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 March 31, 2026 and 2025. 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. The uncertain tax positions related to corporate income tax (IR) and social contribution (CS) are disclosed in Note 15.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

(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  
    March 31, 2026     March 31, 2025  
Income before income taxes     1,513,458       1,078,018  
Statutory tax rates     34 %     34 %
Income and social contribution taxes at statutory rates     (514,576 )     (366,526 )
Tax adjustment with respect to:                
 - Difference in tax rates in foreign companies     83,686       37,304  
 - Equity in earnings of unconsolidated companies     27,901       3,152  
 - Deferred tax assets not recognized     (119,782 )     (3,407 )
- Interests on tax lawsuits     9,436       10,133  
- Interest on equity     -       66  
- Tax credits and incentives     17       1,070  
- Other permanent differences, net     13,215       (2,006 )
Income and social contribution taxes     (500,103 )     (320,214 )
Current     (464,766 )     (274,820 )
Deferred     (35,337 )     (45,394 )

 

b) Tax assets not recognized:

 

Due to the lack of expectation to use tax losses, negative social contribution base and deferred exchange variation arising from some operations in Brazil, the Company did not recognize a portion of tax assets of R$ 1,032,869 (R$ 907,295 on December 31, 2025), which do not have an expiration date. The subsidiaries abroad had R$ 657,905 (R$ 701,413 as of December 31, 2025) of tax credits on capital losses for which deferred tax assets have not been recognized and which expire between 2027 and 2032 and also several Unrecognized tax loss carryforwards from state credits in the United States in the amount of R$ 255,803 (R$ 291,979 as of December 31, 2025), which expire at various dates between 2031 and 2038.

 

NOTE 8 – INVESTMENTS

 

    March 31, 2026     December 31, 2025  
Opening balance     3,944,474       4,222,317  
Equity in earnings     82,063       95,622  
Cumulative Translation Adjustment     (145,217 )     22,101  
Capital increase     -       91,436  
Acquisition of company control     -       25,846  
Additional share purchase     89       -  
Disposal in acquisition of company control     -       (277,521 )
Dividends/Interest on equity     (18,254 )     (235,327 )
Ending balance     3,863,155       3,944,474  

 

NOTE 9 – PROPERTY, PLANT AND EQUIPMENT

 

a) Summary of changes in property, plant and equipment – during the three-month period ended on March 31, 2026, acquisitions amounted to R$ 1,097,665 (R$ 1,376,736 as of March 31, 2025), and disposals amounted to R$ 9,532 (R$ 13,394 as of March 31, 2025).

 

The additions to property, plant and equipment in the three-month period ended on March 31, 2026 include a non-cash effect amounted to R$ 70,310 (R$ 461,984 as of March 31, 2025).

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

b) Capitalized borrowing costs – borrowing costs capitalized during the three-month period ended on March 31, 2026 amounted to R$ 45,171 (R$ 30,919 as of March 31, 2025).

 

c) Guarantees – no property, plant and equipment were pledged as collateral for loans and financing on March 31, 2026 and December 31, 2025.

 

NOTE 10 – GOODWILL

 

The changes in goodwill are as follows:

 

    Goodwill     Accumulated
impairment losses
    Goodwill after
Impairment losses
 
Balance as of January 1, 2025     25,832,460       (11,979,346 )     13,853,114  
(+) Acquisition of company     11,024       -       11,024  
(+/-) Foreign exchange effect     (2,963,431 )     1,468,155       (1,495,276 )
Impairment of assets     -       (373,135 )     (373,135 )
Balance as of December 31, 2025     22,880,053       (10,884,326 )     11,995,727  
(+/-) Foreign exchange effect     (1,185,833 )     566,423       (619,410 )
Balance as of March 31, 2026     21,694,220       (10,317,903 )     11,376,317  

 

The amounts of goodwill by segment are as follows:

 

As of March 31, 2026 and December 31, 2025, the goodwill balances of R$ 11,376,317 and R$ 11,995,727, respectively, are allocated to the North American segment.

 

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

 

    March 31, 2026     December 31, 2025  
Trade accounts payable - domestic market     4,295,422       3,641,918  
Trade accounts payable - debtor risk     392,073       381,415  
Trade accounts payable - imports     1,265,018       986,338  
      5,952,513       5,009,671  

 

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”.

 

    March 31, 2026     December 31, 2025     January 01, 2025  
Trade accounts payable - debtor risk     392,073       381,415       459,899  
                         
Amounts received by suppliers from financial institutions that are part of the financing agreement - debt risk, in relation to the outstanding balance mentioned above     384,267       373,172       451,420  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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 March 31, 2026 and December 31, 2025, 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:

 

    March 31, 2026     December 31, 2025  
Ten/Thirty Years Bonds     7,239,124       7,514,045  
Other financing     2,030,097       2,260,707  
Total financing     9,269,221       9,774,752  
Current     708,013       897,295  
Non-current     8,561,208       8,877,457  
                 
Principal amount of the financing     9,034,715       9,656,888  
Interest amount of the financing     234,506       117,864  
Total financing     9,269,221       9,774,752  

 

As of March 31, 2026, the nominal weighted average cost of debts denominated in US dollars is 6.12% p.a. (6.12% p.a. on December 31, 2025), for debts denominated in Real of CDI -2.06% p.a. (CDI -2.11% p.a. on December 31, 2025) and for other currencies 3.69% p.a. (3.64% p.a. on December 31, 2025).

 

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:

 

    March 31, 2026     December 31, 2025  
Brazilian Real (R$)     1,732,172       1,789,242  
U.S. Dollar (US$)     7,405,470       7,837,820  
Other currencies     131,579       147,690  
      9,269,221       9,774,752  

 

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

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

    March 31, 2026     December 31, 2025  
2027(*)     1,715,784       1,778,633  
2028     59,684       55,811  
2029     55,639       51,438  
2030     55,311       46,755  
2031 on     6,674,790       6,944,820  
      8,561,208       8,877,457  

 

(*) On March 31, 2026, the amounts represents dates from April 1, 2027 to December 31, 2027.

 

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$ 4,567 million as of March 31, 2026) 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 March 31, 2026, 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) Main amortization

 

In February 2026, the subsidiaries Gerdau Açominas S.A. and Gerdau Aços Longos S.A. fully settled debts contracted with a top-tier institution in the total amount of R$ 300 million, plus approximately R$ 18.6 million in interest.

 

NOTE 13 – DEBENTURES

 

        Quantity as of March 31, 2026                  
Issuance   General Meeting   Issued     Held in treasury     Maturity   March 31, 2026     December 31, 2025  
14th   Aug 26, 2014     20,000       20,000     Aug 30, 2034     -       -  
17th   May 29, 2024     1,500,000       -     May 29, 2029     1,568,725       1,514,441  
18th   December 10, 2024     1,500,000       -     December 10, 2028     1,561,802       1,508,060  
19th   June 05, 2025     1,375,000       -     June 04, 2032     1,434,659       1,384,898  
Total Consolidated                             4,565,186       4,407,399  
                                         
Current                             201,828       44,609  
Non-current                             4,363,358       4,362,790  

 

Maturities of long-term amounts are as follows:

 

    March 31, 2026     December 31, 2025  
2028     1,496,283       1,496,022  
2029     1,496,428       1,496,222  
2031 on     1,370,647       1,370,546  
      4,363,358       4,362,790  

 

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 CDI + 0.58% for the year ended on March 31, 2026 (CDI + 0.62% for the year ended on March 31, 2025).

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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.

 

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:

 

    March 31, 2026     December 31, 2025  
    Book     Fair     Book     Fair  
    value     value     value     value  
Assets                        
Short-term investments     313,950       313,950       445,627       445,627  
Trade accounts receivable - net     5,862,552       5,862,552       4,810,640       4,810,640  
Fair value of derivatives     18,231       18,231       36,623       36,623  
Other current assets     553,639       553,639       678,899       678,899  
Other non-current assets     370,157       370,157       387,708       387,708  
                                 
Liabilities                                
Trade accounts payable - domestic market     4,295,422       4,295,422       3,641,918       3,641,918  
Trade accounts payable - debtor risk     392,073       392,073       381,415       381,415  
Trade accounts payable - imports     1,265,018       1,265,018       986,338       986,338  
Loans and Financing     9,269,221       9,554,638       9,774,752       10,311,438  
Debentures     4,565,186       4,567,671       4,407,399       4,403,314  
Fair value of derivatives     94       94       3,306       3,306  
Other current liabilities     1,419,857       1,419,857       1,557,010       1,557,010  
Other non-current liabilities     437,370       437,370       471,140       471,140  

 

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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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.

 

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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

Sensitivity analysis:

 

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

 

Impacts on Statements of Income

 

Assumptions   Percentage of change     March 31, 2026     March 31, 2025  
Foreign currency sensitivity analysis - Loans and financing     5 %     4,974       10,821  
Foreign currency sensitivity analysis - Imports/Exports     5 %     40,140       37,587  
Interest rate sensitivity analysis     10 bps     38,648       37,312  
Sensitivity analysis of changes in prices of products sold     1 %     167,157       173,753  
Sensitivity analysis of changes in raw material and commodity prices     1 %     101,289       111,417  
Currency forward contracts     5 %     6,431       -  
Commodity derivates     5 %     3,624       2,882  
Swaps USD x DI     5 %     8,129       1,417  
Swaps IPCA x DI     5 %     611       -  

 

Foreign currency sensitivity analysis: As of March 31, 2026, 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$ 4,974 (gain of R$ 10,821 as of March 31, 2025). 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 loss of R$ 40,140 (loss of R$ 37,587 as of March 31, 2025), if the Real depreciates against the Dollar, this would represent a gain of the same value.

 

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$ 38,648 as of March 31, 2026 (R$ 37,312 as of March 31, 2025) 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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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 March 31, 2026, totals R$ 167,157 (R$ 173,753 as of March 31, 2025) and the variation in the price of raw materials and other inputs totals R$ 101,289 as of March 31, 2026 (R$ 111,417 as of March 31, 2025). 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: as of March 31, 2026, the Company has exposure to Dollar forward contracts for some of its assets and liabilities. The sensitivity analysis performed by the Company considers the effects of a 5% increase or decrease in the Dollar against the Real, and its effects on the mark-to-market valuation of these derivatives. A 5% increase in the Dollar against the Real represents an expense of R$ 6,431 (R$ 0 on March 31, 2025), and a 5% decrease in the Dollar against the Real represents revenue of the same value. The Dollar/Real forward contracts were intended to hedge asset and liability positions in Dollars, and the mark-to-market effects of these contracts were recorded in the Consolidated Income Statement.

 

Sensitivity analysis of commodity forward contracts: As of March 31, 2026, the Company has exposure to commodity derivatives (coal and energy). The sensitivity analysis performed by the Company considers the effects of a 5% increase or decrease in the price of commodities, and their effects on the mark-to-market valuation of these derivatives. A 5% increase in the price of commodities represents gain of R$ 3,624 (loss of R$ 2,882 as of March 31, 2025), and a 5% decrease in the price of commodities represents an expense of the same amount. The mark-to-market effects of these derivatives were recorded in the Consolidated Income Statement. The commodity derivatives 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$ 8,129 (gain of R$ 1,417 as of March 31, 2025). 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.

 

Sensitivity analysis of IPCA x DI swaps: the Company has IPCA x DI swaps to protect some of its loans and financing. The sensitivity analysis carried out by the Company considers the impact on MTM of a 50 bps increase in the real yield curve for all vertices of the respective operations. This variation would represent a gain of R$ 611 as of March 31, 2026 (R$ 0 as of March 31, 2025). These effects would be recognized in the Consolidated Income Statement. The IPCA x DI swaps to which the Company is exposed to are presented in Note 14.e.

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

March 31, 2026
Assets
  Financial asset at
amortized cost
    Financial asset at fair value
through proft or loss
    Total  
Short-term investments     -       313,950       313,950  
Trade accounts receivable     5,862,552       -       5,862,552  
Fair value of derivatives     -       18,231       18,231  
Other current assets     540,474       13,165       553,639  
Other non-current assets     370,157       -       370,157  
Total     6,773,183       345,346       7,118,529  
Financial income (expenses) for the three-month period ended on March 31, 2026     (13,176 )     78,585       65,409  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

Liabilities   Financial liability at
fair value through
profit or loss
    Financial liability at
amortized cost
    Total  
Trade accounts payable - domestic market     -       4,295,422       4,295,422  
Trade accounts payable - debtor risk     -       392,073       392,073  
Trade accounts payable - imports     -       1,265,018       1,265,018  
Loans and financing     -       9,269,221       9,269,221  
Debentures     -       4,565,186       4,565,186  
Fair value of derivatives     94       -       94  
Other current liabilities     -       1,419,857       1,419,857  
Other non-current liabilities     -       437,370       437,370  
Total     94       21,644,147       21,644,241  
Financial income (expenses) for the three-month period ended on March 31, 2026     (40,071 )     (345,835 )     (385,906 )

 

December 31, 2025
Assets
  Financial asset at
amortized cost
    Financial asset at fair
value through profit or
loss
    Total  
Short-term investments     -       445,627       445,627  
Trade accounts receivable     4,810,640       -       4,810,640  
Fair value of derivatives     -       36,623       36,623  
Other current assets     665,020       13,879       678,899  
Other non-current assets     387,708       -       387,708  
Total     5,863,368       496,129       6,359,497  
Financial income (expenses) for the three-month period ended on March 31, 2025     (24,970 )     59,205       34,235  

 

Liabilities   Financial liability at fair
value through profit or
loss
    Financial liability at
amortized cost
    Total  
Trade accounts payable - domestic market     -       3,641,918       3,641,918  
Trade accounts payable - debtor risk     -       381,415       381,415  
Trade accounts payable - imports     -       986,338       986,338  
Loans and financing     -       9,774,752       9,774,752  
Debentures     -       4,407,399       4,407,399  
Fair value of derivatives     3,306       -       3,306  
Other current liabilities     -       1,557,010       1,557,010  
Other non-current liabilities     -       471,140       471,140  
Total     3,306       21,219,972       21,223,278  
Financial income (expenses) for the three-month period ended on March 31, 2025     (31,562 )     (310,561 )     (342,123 )

 

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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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   March 31, 2026   December 31, 2025   March 31, 2026     December 31, 2025     March 31, 2026     December 31, 2025  
Currency forward contracts                                            
Maturity in 2026   sold in US$    US$ 25.0 million   -     3,091       -       -       -  
                                             
Commodity derivates                                            
Maturity in 2026   buyed in US$    US$ 4.1 million   -     -       -       94       -  
                                             
Commodity contracts                                            
Maturity in 2026   -   -   -     6,728       20,113       -       -  
                                             
Swaps USD x DI                                            
Maturity in 2026   107.9% of CDI    US$ 30.6 million    US$ 30.6 million     6,909       16,510       -       -  
                                             
Swaps USD x DI                                            
Maturity in 2026    CDI - 1.10%   -    R$ 300 million     -       -       -       2,192  
Maturity in 2026    CDI - 0.25%    R$ 150 million   -     1,503       -       -       -  
Maturity in 2026    CDI - 0.90%   -    R$ 150 million     -       -       -       1,114  
                                             
Total fair value of financial instruments                 18,231       36,623       94       3,306  

 

    March 31, 2026     December 31, 2025  
Fair value of derivatives            
Current assets     18,231       36,623  
      18,231       36,623  
Fair value of derivatives                
Current liabilities     94       3,306  
      94       3,306  

 

    March 31, 2026     March 31, 2025  
Net Income            
Gains on financial instruments     7,571       -  
Losses on financial instruments     (26,546 )     (31,562 )
      (18,975 )     (31,562 )

 

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$ 0.8 billion (equivalent to R$ 4.3 billion on March 31, 2026) (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$ 182,659 for the three-month period ended on March 31, 2026 (gain of R$ 187,071 for the three-month period ended on March 31, 2025).

 

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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

g) Measurement of fair value:

 

IFRS 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.

 

IFRS describe the three levels of information that should be used in fair value measurement:

 

Level 1 – Quoted (unadjusted) prices in active markets for identical assets and liabilities.

 

Level 2 – Other available information, except that of Level 1, where quoted (unadjusted) prices are for similar assets and liabilities in inactive markets, or other information that is available or can be corroborated by observed market information for substantially the entirety of the terms of the assets and liabilities.

 

Level 3 – Information unavailable due to little or no market activity and that is significant for determining the fair value of the assets and liabilities.

 

As detailed in Note 14.d, on March 31, 2026 and March 31, 2025, 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 (Level 2).

 

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        
    December 31, 2025     Received/(Paid)
from financing
activities
    Interest
Payment
    Interest on loans,
financing and
loans with
related parties
    Exchange
Variance and
others
    March 31, 2026  
Leasing payable     117,699       (111,392 )     (31,665 )     31,665       113,636       119,943  
Loans and Financing, Debentures and Fair value of derivatives     14,148,834       (318,424 )     (557,961 )     282,264       261,557       13,816,270  
                                                 

 

          Cash effects     Non-cash effects        
    January 01, 2025     Received/(Paid)
from financing
activities
    Interest
Payment
    Interest on loans,
financing and
loans with
related parties
    Exchange
Variance and
others
    December 31, 2025  
Leasing payable     1,280,669       (487,630 )     (122,475 )     122,475       (675,340 )     117,699  
Loans and Financing, Debentures and Fair value of derivatives     13,585,363       1,226,610       (1,461,147 )     1,274,472       (476,464 )     14,148,834  
                                                 
                                                 

 

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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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

 

    March 31, 2026     December 31, 2025  
a) Tax provisions     1,969,719       1,928,918  
b) Labor provisions     334,518       326,315  
c) Civil provisions     38,281       37,179  
      2,342,518       2,292,412  

 

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.

 

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

 

    March 31, 2026     December 31, 2025  
Balance at the beginning of the year     2,292,412       2,328,849  
(+) Additions     33,208       165,196  
(+) Monetary correction     35,088       137,637  
(-) Reversal of accrued amounts     (17,904 )     (343,266 )
(+) Acquisition of company control     -       3,969  
(+) Foreign exchange effect on provisions in foreign currency     (286 )     27  
Balance at the end of period     2,342,518       2,292,412  

 

II) Contingent liabilities for which provisions were not recorded as of March 31, 2026

 

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$ 1,036,410 (R$ 999,844 as of December 31, 2025).

 

a.2) The Company and certain of its subsidiaries in Brazil are parties to claims related to: (i) Imposto sobre Produtos Industrializados - IPI, substantially related to IPI credit on inputs, whose demands total the updated amount of R$ 583,966 (R$ 571,299 as of December 31, 2025); and (ii) social security contributions in the total of R$ 171,708 (R$ 172,301 as of December 31, 2025).

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

a.3) The Company and its subsidiaries in Brazil are parties to claims related to (i) PIS and COFINS, substantially related to disallowance of credits on inputs totaling R$ 1.937.433 (R$ 2,126,191 as of December 31, 2025); and (ii) other taxes, whose updated total amount is currently R$ 872.757 (R$ 854,422 as of December 31, 2025).

 

a.4) 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$ 1,590,834 (R$ 1,643,601 as of December 31, 2025), of which: (i) R$ 774,842 (R$ 759,834 as of December 31, 2025) correspond to four proceedings involving the subsidiary Gerdau Aços Longos S.A. that are being processed administratively. In one proceeding, we filed a Voluntary Appeal which was unanimously ruled in our favor by the Administrative Board of Tax Appeals (CARF) to fully cancel the assessment of Corporate Income Tax (IRPJ) and Social Contribution on Net Profit (CSLL). The National Treasury filed a Motion for Clarification which is awaiting judgment. In three other proceedings, we filed Special Appeals which are pending judgment by the Superior Chamber of Tax Appeals (CSRF), after the judgment of the dismissed Motions for Clarification filed against the decisions that, by a tie-breaking vote, denied the Voluntary Appeals filed by the Company; and (ii) R$ 815,992 (R$ 883,767 as of December 31, 2025) 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.5) Gerdau S.A. is a party in administrative proceedings relating to the disallowance of the deductibility of goodwill generated under Articles 7 and 8 of Law No. 9,532/97, from the tax base of Corporate Income Tax - IRPJ and Social Contribution on Net Profit – CSLL, resulting from corporate restructuring in 2010. The total updated value of the assessments amounts to R$ 640,265 (R$ 628,534 as of December 31, 2025), of which: (i) R$ 35,070 (R$ 34,406 as of December 31, 2025) corresponds to a proceeding in which the judgment that had resolved the merits favorably to the Public Treasury prevailed by the tie-breaking vote, and a new decision was issued recognizing the extinction of the assessed tax credit (composed exclusively of isolated fines) in relation to (i) R$ 294,901 (R$ 289,734 as of December 31, 2025) corresponds to a case pending judgment on the appeal filed by the Company, as provided for in Law No. 14,689/2023; (ii) R$ 294,901 (R$ 289,734 as of December 31, 2025) corresponds to a case pending judgment on the appeal filed by the Company and other issues not addressed in the voluntary appeal filed by the Company, as determined by the Superior Chamber of Tax Appeals (CSRF) when it partially granted, by a casting vote, the Special Appeal filed by the National Treasury Attorney's Office; (iii) R$ 96,662 (R$ 94,941 as of December 31, 2025) corresponds to a case pending judgment on the appeal filed by the Company and other issues not addressed in the voluntary appeal filed by the Company, as determined by the Superior Chamber of Tax Appeals (CSRF) when it partially granted, by a casting vote, the Special Appeal filed by the National Treasury Attorney's Office; and (iv) R$ 213,632 (R$ 209,453 as of December 31, 2025) corresponds to a case in which we had partial admissibility of our Special Appeal filed by the subsidiary Gerdau S.A., against a decision that, by the casting vote, denied the Voluntary Appeal, and an Appeal was filed in relation to the part that was not admitted.

 

a.6) Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) and its subsidiary Gerdau Internacional Empreendimentos Ltda. – Grupo Gerdau are parties to legal proceedings relating to Corporate Income Tax - IRPJ and Social Contribution on Net Profit - CSLL, in the updated amount of R$ 1,590,747 (R$ 1,568,352 as of December 31, 2025). These proceedings concern profits generated abroad, of which: (i) R$ 1,308,672 (R$ 1,289,971 as of December 31, 2025) correspond to two legal proceedings of the subsidiary Gerdau Internacional Empreendimentos Ltda. – Grupo Gerdau. One of the proceedings is pending in the first instance, awaiting judgment on the Tax Enforcement Objections filed by the Company, and another proceeding in which the special appeal filed by the Union was admitted and the special appeal of the company was not admitted, presented against the judgment that had unanimously granted the appeal filed by Gerdau to extinguish the Tax Enforcement, and the proceeding will be sent to the STJ for analysis of the merits of the Union's special appeal; (ii) R$ 282,075 (R$ 278,381 as of December 31, 2025) corresponds to a proceeding involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), in which the appeal filed by the Union against the judgment that upheld the Tax Enforcement Objections filed by the Company is pending judgment.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

a.7) The subsidiary Gerdau Internacional Empreendimentos Ltda. – Grupo Gerdau, is a party in an administrative proceeding relating to Corporate Income Tax - IRPJ and Social Contribution on Net Profit - CSLL, in the updated amount of R$ 2,685,961 (R$ 2,550,462 as of December 31, 2025), corresponding to a tax assessment demanding IRPJ and CSL relating to the calendar year 2021, arising from the alleged non-compliance with rules relating to taxation on a worldwide basis, and an administrative appeal has been filed which is awaiting judgment in the first administrative instance;

 

a.8) Gerdau S.A. (on its own behalf and as successor to 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 the deductibility of goodwill generated under Articles 7 and 8 of Law No. 9,532/97, from the tax base for Corporate Income Tax - IRPJ and Social Contribution on Net Profit - CSLL, resulting from the corporate reorganization carried out in 2004/2005. The total updated value of the assessments amounts to R$ 7,917,044 (R$ 8,545,810 as of December 31, 2025), of which: (i) R$ 4,280,395 (R$ 4,971,219 as of December 31, 2025) corresponds to four proceedings involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) and its subsidiaries Gerdau Aços Longos S.A. and Gerdau Açominas S.A., in the judicial collection phase, with the Companies having offered judicial guarantees, as a precautionary measure, through Surety Insurance, and initiated judicial discussions in Objections to Execution, and in the Objections to Execution filed by Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) the motions for clarification presented against The decision that did not acknowledge the Special Appeal filed by the National Treasury against the judgment of the Federal Regional Court of the 4th Region, which upheld a sentence issued in favor of the Company, is also pending the admissibility and judgment of the extraordinary appeal filed by the National Treasury; in the Execution Objections filed by the subsidiary Gerdau Aços Longos S.A. (as successor to Gerdau Comercial de Aços S.A.), the Federal Regional Court of the 2nd Region denied the appeals of Gerdau and the National Treasury, as well as the necessary referral, and partially acknowledged the Company's Declaratory Objections and did not acknowledge the Union's Declaratory Objections, upholding the judgment of merit in the Company's Tax Execution Objections, with both parties having filed Special Appeals and the Union having filed Extraordinary Appeals that are awaiting admissibility judgment and respective ruling; In the proceedings involving the subsidiary Gerdau Aços Longos S.A., currently under judgment in the Federal Regional Court of the 2nd Region, the appeal filed by the National Treasury was denied, the Company's Motion for Clarification was partially granted, and the Union's Motion for Clarification was not granted, thus upholding the judgment in favor of the Company. Both parties filed Special Appeals, and the Union filed Extraordinary Appeals, which are awaiting admissibility review and subsequent judgment. Furthermore, the Objections to Tax Enforcement filed by the subsidiary Gerdau Açominas S.A. are awaiting judgment in the first instance court. (ii) R$ 414,028 (R$ 408,042 as of December 31, 2025) corresponds to a judicial process of the subsidiary Gerdau Aços Longos S.A., in which a debt maintained in the administrative sphere is being discussed, with the Federal Regional Court of the 2nd Region, unanimously, denying the appeal filed by the National Treasury against the judgment that upheld the Objections to Execution and recognized the invalidity of the tax assessment, and also denying the Declaratory Appeals of both parties and the Internal Appeal of the Union, with the Special and Extraordinary Appeals of the Union and the Special Appeal of the Company pending admissibility and judgment; (iii) R$ 389,456 (R$ 383,502 as of December 31, 2025) corresponds to a judicial process of the subsidiary Gerdau Aços Longos S.A., in which the debt maintained in the administrative sphere is being discussed, whose Regional Federal Court of the 2nd Region, unanimously, granted the Company's appeal to reform the judgment that had dismissed the Objections to the Tax Enforcement and recognized the nullity of the executive titles that supported the Tax Enforcement, with Declaratory Objections having been filed by the Union and the Company partially granted, the Company's Special Appeal being admitted and the Union's Special Appeal being denied, the judgment of the Union's Appeal against the decision that did not admit its Special Appeal being pending, the case file having been sent to the STJ; (iv) R$ 6,734 (R$ 6,636 as of December 31, 2025) corresponds to a process involving the subsidiary Gerdau Aços Longos S.A., whose administrative discussion has ended, and which is currently pending in the first instance awaiting judgment on the Tax Enforcement Objections filed by the Company, currently suspended; (v) R$ 762 (R$ 741 as of December 31, 2025) corresponds to a judicial process involving the subsidiary Gerdau Aços Longos S.A., in which the assessment maintained in the administrative sphere is being discussed, with a decision having been issued accepting the request for termination of the Tax Enforcement due to the granting of the request for review of the registration of the debt, made by the Company, which resulted in the total extinction of the debts due to the exclusion of fines and, consequently, of default interest and legal charges. Furthermore, pursuant to the provisions of § 9-A of Article 25 of Decree No. 70.235/72 in conjunction with Article 15 of Law No. 14.689/2023, the Company having filed an appeal which was granted to condemn the Union to pay attorney's fees, a decision that was the subject of Declaratory Appeals by both parties which were not admitted, and the admissibility judgment of the Special Appeals of both parties, and of the Extraordinary Appeal of the Union, is pending; (vi) R$ 131,555 (R$ 129,629 as of December 31, 2025) corresponds to a process involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), whose administrative discussion has ended, with Gerdau S.A. having offered an advance judicial guarantee in order to enable judicial discussion in the context of Tax Enforcement Objections, already filed and pending judgment in the first instance court; (vii) R$ 291,967 (R$ 286,671 as of December 31, 2025) corresponds to a judicial process of the subsidiary Gerdau Aços Longos S.A., in which the assessment maintained in the administrative sphere is being discussed in the context of Objections to Tax Enforcement filed by the Company, which was dismissed in the first instance court, and we will present the respective Appeal so that a collegiate judgment can take place within the scope of the Regional Court of the 2nd Region; (viii) R$ 179,945 (R$ 176,793 as of December 31, 2025) corresponds to a judicial process of Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), in which the assessment maintained in the administrative sphere is being discussed in the context of Objections to Tax Enforcement filed by the Company, pending judgment in the first instance court; (ix) R$ 789,334 (R$ 775,120 as of December 31, 2025) corresponds to a process involving the subsidiary Gerdau Aços Longos S.A., which, after partial granting of the Voluntary Appeal and inadmissibility of the Special Appeal of the National Treasury, is awaiting notification of the decision that inadmissible the Appeal filed by the National Treasury; (x) R$ 702,410 (R$ 689,134 as of December 31, 2025) corresponds to a process involving 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 was denied on the merits, the special appeal filed by the National Treasury was admitted, and the Special Appeal filed by the subsidiary was partially admitted, with the judgment of the special appeals pending; (xi) R$ 193,466 (R$ 190,252 as of December 31, 2025) corresponds to a process 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, with the appeal filed against the judgment that dismissed the Tax Enforcement Objections filed by the Company pending judgment; and (xii) R$ 536,992 (R$ 528,071 as of December 31, 2025) correspond to a process of the subsidiary Gerdau Aços Longos S.A., separated from the process mentioned in item “vi” above, and which is under judicial discussion, with the Federal Regional Court of the 2nd Region having dismissed the appeals filed by the parties, partially accepted the Company's Motion for Clarification and not accepting the Union's Motion for Clarification, maintaining the judgment of merit of the Company's Objections to Tax Enforcement, with the Union's Special and Extraordinary Appeals and the Company's Special Appeal pending admissibility and judgment.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

b) Civil contingencies

 

The Company and its subsidiaries are parties to other demands of a civil nature that collectively have a discussion amount of approximately R$ 1,018,059 (R$ 1,006,450 as of December 31, 2025). 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$ 1,429,366 (R$ 1,443,044 as of December 31, 2025). 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:

 

    March 31, 2026     December 31, 2025  
Tax     94,287       89,046  
Labor     37,088       36,149  
Civil     24,558       25,698  
      155,933       150,893  

 

NOTE 16 - RELATED-PARTY TRANSACTIONS

 

a) Operations with related parties

 

During the three-month period ended on March 31, 2026, the Company, through its subsidiaries, performed commercial operations with some of its associate companies, joint ventures and other related parties in sales of R$ 12,188 (R$ 33,754 as of March 31, 2025) and purchases in the amount of R$ 15,730 as of March 31, 2026 (R$ 28,940 as of March 31, 2025). The net balance totals R$ (3,543) as of March 31, 2026 (R$ 4,814 as of March 31, 2025).

 

The Company and its subsidiaries recorded revenues of R$ 203 in the three-month period ended on March 31, 2026 (R$ 233 for the three-month period ended on March 31, 2025), derived from rental agreement.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

Guarantees granted

 

Related Party   Relationship   Object   Original
Amount
    Maturity   Balance as of
March 31,
2026
    Balance as of
December 31,
2025
 
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     1,372     jan/26     -       1,484  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     10,670     jan/26     -       11,536  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     2,004     jan/26     -       2,167  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     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.   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   Commercial Contract     993     mar/26     -       1,073  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     312     jan/27     155       337  
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   Commercial Contract     3,235     jan/27     3,368       3,497  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     7,109     jan/27     3,220       7,686  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     9,432     jan/27     3,394       10,198  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     2,594     jan/27     8,131       2,805  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     2,813     jan/27     2,813       -  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     2,226     jan/27     2,226       -  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     680     jan/27     680       -  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     188     jan/27     188       -  
Gerdau Aços Longos S.A.   Subsidiary   Commercial Contract     144     jan/27     144       -  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     394,793     may/27     390,000       390,000  
Gerdau S.A., Gerdau Açominas S.A. e Gerdau Aços Longos S.A.   Subsidiaries   Financing Agreements     4,730,775     set/27     -       -  
Gerdau Trade Inc.   Subsidiary   Financing Agreements     2,056,535     oct/27     937,556       988,391  
Gerdau Corsa S.A.P.I. de C.V.   Joint Venture   Financing Agreements     601,588     jun/28     127,635       243,023  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     75,584     dec/34     81,723       81,723  
UFV Barro Alto V Geração de Energia SPE S.A.   Subsidiary   Financing Agreements     100,496     mar/35     100,496       100,496  
UFV Barro Alto VI Geração de Energia SPE S.A.   Subsidiary   Financing Agreements     100,496     mar/35     100,413       100,413  
UFV Barro Alto VII Geração de Energia SPE S.A.   Subsidiary   Financing Agreements     100,496     mar/35     100,580       100,580  
Gerdau Trade Inc.   Subsidiary   Financing Agreements     3,547,115     jun/35     3,392,610       3,576,560  
Gerdau Ameristeel US Inc.   Subsidiary   Financing Agreements     103,505     oct/37     266,189       315,807  
Gerdau Aços Longos S.A.   Subsidiary   Financing Agreements     12,834     jun/38     8,401       8,967  
Gerdau Açominas S.A.   Subsidiary   Financing Agreements     353,000     oct/41     217,118       217,118  
GUSAP III LP   Subsidiary   Financing Agreements     1,117,100     apr/44     2,510,756       2,646,891  

 

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.

 

c) Management compensation

 

    March 31, 2026     March 31, 2025  
Cost of salaries, variable compensation and benefits     9,301       9,588  
Cost of contributions to management's defined contribution pension plans     505       493  
Cost of long-term incentive plans     7,189       7,705  
      16,995       17,786  
                 
Cost of social charges     4,253       4,204  

 

e) Other information from related parties

 

Contributions to the assistance entities Fundação Gerdau, Instituto Gerdau and Fundação Ouro Branco, classified as related parties, amounted R$ 49,186 on March 31, 2026 (R$ 160,433 on December 31, 2025). 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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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  
    March 31, 2026     December 31, 2025  
Shareholders   Common     %     Pref.     %     Total     %     Common     %     Pref.     %     Total     %  
Metalúrgica Gerdau S.A.*     702,952,615       98.0       -       -       702,952,615       35.3       702,952,615       97.9       -       -       702,952,615       35.1  
Brazilian institutional investors     1,128,422       0.2       101,533,023       8.0       102,661,445       5.2       649,134       0.1       119,648,519       9.3       120,297,653       6.0  
Foreign institutional investors     994,188       0.1       614,159,849       48.1       615,154,037       30.9       1,024,037       0.1       597,823,780       46.6       598,847,817       29.9  
Other shareholders     12,136,594       1.7       534,570,291       41.9       546,706,885       27.3       12,738,033       1.8       540,307,773       42.1       553,045,806       27.7  
Treasury stock     152,000       0.0       25,134,167       2.0       25,286,167       1.3       418,800       0.1       25,317,258       2.0       25,736,058       1.3  
      717,363,819       100.0       1,275,397,330       100.0       1,992,761,149       100.0       717,782,619       100.0       1,283,097,330       100.0       2,000,879,949       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.

 

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:

 

 

    March 31, 2026     December 31, 2025  
    Common     Pref.     Common     Pref.  
Balance at the beginning of the period     717,782,619       1,283,097,330       719,956,830       1,358,848,730  
Cancellation of treasury stocks     (418,800 )     (7,700,000 )     (2,174,211 )     (75,751,400 )
Balance at the end of the period     717,363,819       1,275,397,330       717,782,619       1,283,097,330  
(-) Treasury stocks     (152,000 )     (25,134,167 )     (418,800 )     (25,317,258 )
Balance of shares in circulation     717,211,819       1,250,263,163       717,363,819       1,257,780,072  

 

As a result of the cancellation of 418,800 common shares (GGBR3) and 7,700,000 preferred shares (GGBR4) approved at the Board of Directors Meeting of February 23, 2026, the Company's share capital is now divided into 717,363,819 common shares and 1,275,397,330 preferred shares, all without par value, equivalent to R$ 24,347,290 (R$ 24,273,225 net of the cost of issuing shares).

 

b) Treasury stocks

 

Changes in treasury stocks are as follows:

 

    March 31, 2026  
    Common shares     R$     Preferred shares     R$  
Opening balance     418,800       6,960       25,317,258       513,107  
Share buyback program - approved on February 23, 2026     152,000       2,486       11,342,500       203,905  
Exercise of long-term incentive plan     -       -       (3,825,591 )     (30,151 )
Cancellation of treasury stocks     (418,800 )     (6,960 )     (7,700,000 )     (135,618 )
Closing balance     152,000       2,486       25,134,167       551,243  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

    December 31, 2025  
    Common shares     R$     Preferred shares     R$  
Opening balance     1,093,011       20,214       36,419,068       714,064  
Share buyback program - approved on July 31, 2024     -       -       6,843,700       121,110  
Share buyback program - approved on January 20, 2025     1,500,000       23,476       63,000,000       1,024,728  
Exercise of long-term incentive plan     -       -       (5,194,110 )     (53,278 )
Cancellation of treasury stocks     (2,174,211 )     (36,730 )     (75,751,400 )     (1,293,517 )
Closing balance     418,800       6,960       25,317,258       513,107  

 

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.

 

On February 23, 2026, the Board of Directors approved a new share buyback program with the objective of: (i) maximizing long-term shareholder value generation through efficient management of the capital structure and meeting the long-term incentive programs of the Company and its subsidiaries; (ii) retention in treasury; (iii) cancellation; or (iv) subsequent sale on the market. The number of shares to be acquired is up to 55,000,000 preferred shares, representing approximately 4.4% of the outstanding preferred shares (GGBR4) and/or ADRs backed by preferred shares (GGB), and up to 1,441,120 common shares, representing approximately 10% of the outstanding common shares (GGBR3). The acquisition period began on February 24, 2026, with a maximum term of 18 months, i.e., until August 24, 2027, inclusive. As of March 31, 2026, the Company had already acquired 152,000 common shares and 11,342,500 preferred shares, representing an amount of R$ 203,392. Additionally, between April 1, 2026, and the date of approval of this Interim Information by Management, the Company acquired 73,000 common shares and 149,300 preferred shares, representing an amount of R$ 4,267.

 

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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

NOTE 18 – EARNINGS PER SHARE (EPS)

 

Basic

 

    For the three-month period ended on  
    March 31, 2026     March 31, 2025  
    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     364,193       637,857       1,002,050       264,804       484,689       749,493  
                                                 
Basic denominator                                                
Weighted-average outstanding shares, after deducting the average of treasury shares     717,325,644       1,256,343,722               718,646,094       1,315,390,298          
                                                 
Earnings per share (in R$) – Basic     0.51       0.51               0.37       0.37          

 

Diluted

 

    For the three-month period ended on  
    March 31, 2026     March 31, 2025  
Diluted numerator                
Allocated net income available to Common  and Preferred shareholders                
Net income allocated to preferred shareholders     637,857       484,689  
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     1,826       1,480  
      639,683       486,169  
                 
Net income allocated to common shareholders     364,193       264,804  
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     (1,826 )     (1,480 )
                 
      362,367       263,324  
                 
Diluted denominator                
Weighted - average number of shares outstanding                
Common Shares     717,325,644       718,646,094  
Preferred Shares                
Weighted-average number of preferred shares outstanding     1,256,343,722       1,315,390,298  
Potential increase in number of preferred shares outstanding due to the long term incentive plan     9,946,307       11,426,620  
Total     1,266,290,029       1,326,816,918  
                 
Earnings per share – Diluted (Common and Preferred Shares) - in R$     0.51       0.37  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

(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, 2025     16,283,225  
Granted     8,028,770  
Cancelled     (1,320,055 )
Exercised     (6,018,081 )
Balance as of December 31, 2025     16,973,859  
Granted     5,613,735  
Forfeited     (1,018,734 )
Exercised     (4,346,123 )
Balance as of March 31, 2026     17,222,737  

 

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$ 20.83 for the 2026 grant (R$ 18.32 for the 2025 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 March 31, 2026, was R$ 39,605 (R$ 40,902 for the three-month period ended on March 31, 2025).

 

As of March 31, 2026, the Company has a total of 25,286,167 preferred shares in treasury 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  
    March 31, 2026     March 31, 2025  
Depreciation and amortization     (902,394 )     (873,836 )
Labor expenses     (2,284,381 )     (2,256,395 )
Raw material and consumption material     (10,128,908 )     (11,141,692 )
Freight     (1,106,111 )     (1,156,860 )
Other income     56,738       24,375  
Other expenses     (598,713 )     (594,292 )
      (14,963,769 )     (15,998,700 )
                 
Classified as:                
Cost of sales     (14,421,794 )     (15,428,783 )
Selling expenses     (185,563 )     (193,912 )
General and administrative expenses     (336,312 )     (348,958 )
Other operating income     56,738       24,375  
Other operating expenses     (48,425 )     (47,474 )
Impairment of financial assets     (28,413 )     (3,948 )
      (14,963,769 )     (15,998,700 )

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

NOTE 21 – FINANCIAL INCOME

 

    For the three-month periods ended  
    March 31, 2026     March 31, 2025  
Income from short-term investments     57,488       59,205  
Interest income and other financial incomes     68,393       94,877  
Financial income total     125,881       154,082  
                 
Interest on debts     (282,264 )     (258,940 )
Monetary variation and other financial expenses     (160,527 )     (177,709 )
Financial expenses total     (442,791 )     (436,649 )
                 
Hyperinflation adjustments in Argentina     (65,847 )     (69,422 )
Other exchange variations     81,235       75,663  
Exchange variations, net     15,388       6,241  
Gains and Losses on derivatives, net     (18,975 )     (31,562 )
Financial result, net     (320,497 )     (307,888 )

 

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 venture (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  
    March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025  
Net sales     6,271,107       7,494,218       9,349,474       8,768,193       1,396,003       1,365,508       (300,923 )     (252,583 )     16,715,661       17,375,336  
Cost of sales     (6,053,064 )     (6,699,083 )     (7,429,536 )     (7,773,237 )     (1,241,250 )     (1,205,786 )     302,056       249,323       (14,421,794 )     (15,428,783 )
Gross profit     218,043       795,135       1,919,938       994,956       154,753       159,722       1,133       (3,260 )     2,293,867       1,946,553  
Selling, general and administrative expenses     (222,473 )     (225,788 )     (187,875 )     (212,928 )     (42,452 )     (45,356 )     (69,075 )     (58,798 )     (521,875 )     (542,870 )
Other operating income (expenses)     (16,253 )     (4,932 )     11,242       (62 )     2,810       4,448       10,514       (22,553 )     8,313       (23,099 )
Depreciation and amortization     550,303       489,366       281,608       310,455       70,483       69,664       -     4,351       902,394       873,836  
Adjusted EBITDA proportional to joint ventures and associate companies*     48,106       42,201       227,233       105,299       -       -       -       -       275,339       147,500  
Adjusted EBITDA     577,726       1,095,982       2,252,146       1,197,720       185,594       188,478       (57,428 )     (80,260 )     2,958,038       2,401,920  
                                                                                 
*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     21,005       21,164       183,932       66,095       -       -       -       -       204,937       87,259  
Depreciation and amortization proportional to joint ventures and associate companies     27,101       21,037       43,301       39,204       -       -       -       -       70,402       60,241  
Adjusted EBITDA proportional to joint ventures and associate companies     48,106       42,201       227,233       105,299       -       -       -       -       275,339       147,500  
                                                                                 
                                                                                 
Supplemental information:                                                                                
Net sales between segments     300,923       252,583       -       -       -       -       -       -       300,923       252,583  
                                                             
    March 31, 2026     December 31, 2025     March 31, 2026     December 31, 2025     March 31, 2026     December 31, 2025     March 31, 2026     December 31, 2025     March 31, 2026     December 31, 2025  
Investments in associates and joint ventures     981,508       1,029,852       2,881,647       2,914,622       -       -       -       -       3,863,155       3,944,474  
Total assets     34,951,678       35,798,485       34,825,195       35,468,282       4,966,537       4,943,445       6,304,129       5,477,963       81,047,539       81,688,175  
Total liabilities     6,089,857       6,016,546       3,770,626       3,674,907       1,295,954       1,209,590       16,919,113       16,988,643       28,075,550       27,889,686  

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

Reconciliation of income before taxes to adjusted EBITDA for the year.   March 31, 2026     March 31, 2025  
Income before taxes     1,513,458       1,078,018  
Financial result, net     320,497       307,888  
Income before financial result and taxes     1,833,955       1,385,906  
Depreciation and amortization     902,394       873,836  
Impairment of financial assets     28,413       3,948  
Equity in earnings of unconsolidated companies     (82,063 )     (9,270 )
Operational income (Loss) before financial income (expenses) and taxes proportional to Joint Ventures and associate companies     204,937       87,259  
Depreciation and amortization proportional to joint ventures and associate companies     70,402       60,241  
Adjusted EBITDA     2,958,038       2,401,920  

 

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  
    March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025     March 31, 2026     March 31, 2025  
Net sales     5,970,184       7,241,635       9,349,474       8,768,193       1,396,003       1,365,508       16,715,661       17,375,336  
                                                                 
      March 31, 2026       December 31, 2025       March 31, 2026       December 31, 2025       March 31, 2026       December 31, 2025       March 31, 2026       December 31, 2025  
Non-current assets (2)     24,942,354       24,280,744       22,806,477       24,042,986       2,155,977       2,188,056       49,904,808       50,511,786  

 

(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.

 


 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of March 31, 2026

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

(Unaudited)

 

 

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 2025, 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$ 7,465 million; and b) South America: R$ 724 million. In the Brazil segment, the recoverable amount was below the book value by R$ 3,456 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$ 8,046 million; and b) South America: R$ 790 million. In the Brazil segment, the recoverable amount was below the book value by 3,008 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$ 6,130 million and b) South America: R$ 614 million. In the Brazil segment, the recoverable amount was below the book value by R$ 4,374 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 March 31, 2026.

 

The Company will maintain over 2026 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 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.

 

NOTE 24 - SUBSEQUENT EVENTS

 

I) On April 16, 2026, the Company informed the market that it had submitted a proposal for the acquisition of the entire equity interest in Dona Francisca Energética S.A. (“DFESA”), corresponding to 23.03% of its share capital, currently held by Centrais Elétricas de Santa Catarina S.A. (“CELESC”). The proposal contemplates an enterprise value of R$150 million and was accepted by CELESC on this date. The acquisition price will be paid in cash on the closing date, using the Company’s own available resources. The purchase price is subject to customary closing adjustments in accordance with the terms and conditions set forth in the definitive agreements. The transaction is also subject to the potential exercise of the proportional preemptive rights held by the other shareholders of DFESA. Additionally, closing of the transaction is subject to the satisfaction of customary conditions precedent for transactions of this nature, including approval by the Brazilian antitrust authority. DFESA is a privately held corporation engaged in electric power generation. It holds an 85% ownership interest in the consortium responsible for the concession of the Dona Francisca Hydroelectric Power Plant, located on the Jacuí River, State of Rio Grande do Sul, between the municipalities of Agudo and Nova Palma. The plant has an installed capacity of 125 MW and a firm energy output of 72.5 average MW, of which approximately 66 average MW are allocated to DFESA. Currently, Gerdau holds 53.94% of DFESA’s share capital, corresponding to 35.6 average MW of energy. Upon completion of the acquisition, the Company will hold a 76.97% equity interest in DFESA, totaling approximately 50 average MW of firm energy. This acquisition is aligned with Gerdau’s strategy to enhance cost competitiveness by increasing its selfproduction of clean energy, consistent with the Company’s decarbonization commitments. 

 

II) On April 24, 2026, the Board of Directors made a proposal regarding the anticipation 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 to the positions held by shareholders on May 13, 2026, in the amount of R$ 354.1 million (R$ 0.18 per common and preferred share), with payment scheduled for June 9, 2026, and was submitted to and approved by the Board of Directors on April 27, 2026.

 

III) On April 27, 2026, the Board of Directors approved the cancellation of 225,000 common shares (GGBR3) and 7,380,000 preferred shares (GGBR4) issued by the Company, with no par value and no reduction in the amount of capital. As a result of this cancellation, the Company's capital is now divided into 717,138,819 common shares and 1,268,017,330 preferred shares, with no par value. The respective amendment to article 4 of the Bylaws, to reflect the new number of shares, shall be resolved at a Shareholders' Meeting to be called in due course.

 

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