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6-K 1 tm2621830d1_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 August 4, 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 June 30, 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: August 4, 2026

 

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

 

 

 

EX-99.1 2 tm2621830d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

GERDAU S.A.

 

Condensed consolidated interim financial statements

 

as of June 30, 2026

 

 

 

 

GERDAU S.A.

CONSOLIDATED BALANCE SHEETS

In thousands of Brazilian reais (R$)

(Unaudited)

 

    Note     June 30, 2026     December 31, 2025  
CURRENT ASSETS                        
Cash and cash equivalents     4       5,155,232       5,929,170  
Short-term investments     4       285,262       445,627  
Trade accounts receivable - net     5       5,999,384       4,810,640  
Inventories     6       16,099,611       14,731,081  
Tax credits             976,030       1,282,249  
Income and social contribution taxes recoverable             292,107       685,811  
Dividends receivable             4,875       4,981  
Fair value of derivatives     14       20,965       36,623  
Other current assets             605,183       678,899  
              29,438,649       28,605,081  
                         
NON-CURRENT ASSETS                        
Tax credits             1,464,650       1,429,324  
Deferred income taxes     7       2,590,506       2,561,980  
Judicial deposits     15       170,028       150,893  
Other non-current assets             346,099       387,708  
Prepaid pension cost             9,328       9,328  
Investments in associates and joint ventures     8       3,700,806       3,944,474  
Goodwill     10       11,279,805       11,995,727  
Right of use             1,485,416       1,271,462  
Other Intangibles             689,658       691,365  
Property, plant and equipment, net     9       30,797,768       30,640,833  
              52,534,064       53,083,094  
                         
TOTAL ASSETS             81,972,713       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     June 30, 2026     December 31, 2025  
CURRENT LIABILITIES                        
Trade accounts payable - domestic market     11       4,371,025       3,641,918  
Trade accounts payable - debtor risk     11       427,181       381,415  
Trade accounts payable - imports     11       1,383,765       986,338  
Short-term debt     12       587,576       897,295  
Debentures     13       42,174       44,609  
Taxes payable             389,171       400,293  
Income and social contribution taxes payable             104,032       289,862  
Payroll and related liabilities             840,963       915,508  
Leasing payable             478,164       386,472  
Employee benefits             679       594  
Environmental liabilities             234,572       382,800  
Fair value of derivatives     14       967       3,306  
Other current liabilities             1,397,422       1,557,010  
              10,257,691       9,887,420  
                         
NON-CURRENT LIABILITIES                        
Long-term debt     12       8,564,420       8,877,457  
Debentures     13       4,363,919       4,362,790  
Deferred income taxes     7       399,746       353,828  
Provision for tax, civil and labor liabilities     15       2,383,460       2,292,412  
Environmental liabilities             326,507       237,865  
Employee benefits             355,120       404,085  
Leasing payable             1,134,181       1,002,689  
Other non-current liabilities             452,921       471,140  
              17,980,274       18,002,266  
                         
 EQUITY     17                  
Capital             24,273,225       24,273,225  
Capital reserves             11,597       11,597  
Treasury stocks             (514,193 )     (520,067 )
Retained earnings             22,587,280       23,054,501  
Transactions with non-controlling interests without change of control             (2,904,670 )     (2,904,670 )
Other reserves             10,091,315       9,670,807  
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT             53,544,554       53,585,393  
                         
NON-CONTROLLING INTERESTS             190,194       213,096  
                         
EQUITY             53,734,748       53,798,489  
                         
TOTAL LIABILITIES AND EQUITY             81,972,713       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     For the six-month period ended  
    Note     June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
NET SALES             17,870,632       17,525,750       34,586,293       34,901,086  
                                         
Cost of sales     20       (15,041,444 )     (15,495,203 )     (29,463,238 )     (30,923,986 )
                                         
GROSS PROFIT             2,829,188       2,030,547       5,123,055       3,977,100  
                                         
Selling expenses     20       (189,195 )     (205,407 )     (374,758 )     (399,319 )
General and administrative expenses     20       (328,059 )     (351,505 )     (664,371 )     (700,463 )
Other operating income     20       30,774       77,346       87,512       101,721  
Other operating expenses     20       (47,661 )     (89,456 )     (96,086 )     (136,930 )
Impairment of financial assets     20       (17,318 )     (2,631 )     (45,731 )     (6,579 )
Equity in earnings of unconsolidated companies     8       54,632       26,443       136,695       35,713  
                                         
INCOME BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES             2,332,361       1,485,337       4,166,316       2,871,243  
                                         
Financial income     21       112,333       140,766       238,214       294,848  
Financial expenses     21       (452,705 )     (456,639 )     (895,496 )     (893,288 )
Buyback of bonds     21       -       (39,646 )     -       (39,646 )
Exchange variations, net     21       30,779       28,074       46,167       34,315  
Gains (Losses) on financial instruments, net     21       1,854       (7,294 )     (17,121 )     (38,856 )
                                         
INCOME BEFORE TAXES             2,024,622       1,150,598       3,538,080       2,228,616  
      7                                  
Current     7       (559,231 )     (348,373 )     (1,023,997 )     (623,193 )
Deferred     7       655       62,272       (34,682 )     16,878  
Income and social contribution taxes             (558,576 )     (286,101 )     (1,058,679 )     (606,315 )
                                         
NET INCOME             1,466,046       864,497       2,479,401       1,622,301  
                                         
ATTRIBUTABLE TO:                                        
Owners of the parent             1,453,790       856,286       2,455,840       1,605,779  
Non-controlling interests             12,256       8,211       23,561       16,522  
              1,466,046       864,497       2,479,401       1,622,301  
                                         
Basic earnings per share - preferred - (R$)     18       0.74       0.43       1.25       0.79  
Basic earnings per share - common - (R$)     18       0.74       0.43       1.25       0.79  
                                         
Diluted earnings per share - preferred - (R$)     18       0.74       0.42       1.24       0.79  
Diluted earnings per share - common - (R$)     18       0.74       0.42       1.24       0.79  

 

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

 

 

 

 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands of Brazilian reais (R$)

(Unaudited)

 

    For the three-month period ended     For the six-month period ended  
    June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Net income for the period     1,466,046       864,497       2,479,401       1,622,301  
Items that may be reclassified subsequently to profit or loss                                
Other comprehensive income from associates and joint ventures     52,631       347,677       (92,586 )     (85,746 )
Cumulative translation adjustment     (326,585 )     (1,689,016 )     (1,814,464 )     (3,675,815 )
Recycling of cumulative translation adjustment to net income                                
Unrealized Gains on net investment hedge     27,589       96,950       210,248       284,021  
      (246,365 )     (1,244,389 )     (1,696,802 )     (3,477,540 )
                                 
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     1,219,681       (379,892 )     787,609       (1,855,239 )
                                 
Total comprehensive income attributable to:                                
Owners of the parent     1,205,163       (384,872 )     776,842       (1,857,993 )
Non-controlling interests     14,518       4,980       10,767       2,754  
      1,219,681       (379,892 )     787,609       (1,855,239 )

 

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   -   -   -   -   -   -   1,605,779   -   -   -   -   -   -   1,605,779   16,522   1,622,301  
Other comprehensive income (loss) recognized in the period   -   -   -   -   -   -   -   -   284,021   -   (3,747,793 ) -   -   (3,463,772 ) (13,768 ) (3,477,540 )
Total comprehensive income (loss) recognized in the period   -   -   -   -   -   -   1,605,779   -   284,021   -   (3,747,793 ) -   -   (1,857,993 ) 2,754   (1,855,239 )
Effects of the share buyback program   -   (772,504 ) -   -   -   -   -   -   -   -   -   -   -   (772,504 ) -   (772,504 )
Cancellation of treasury stocks   -   889,571   -   -   -   (889,571 ) -   -   -   -   -   -   -   -   -   -  
Long term incentive plan cost recognized in the period   -   -   -   -   -   -   -   -   -   -   -   -   (284 ) (284 ) (57 ) (341 )
Long term incentive plan exercised during the period   -   51,704   -   -   -   (2,357 ) -   -   -   -   -   -   -   49,347   10   49,357  
Effects of interest changes in subsidiaries   -   -   -   -   -   -   -   -   -   -   -   -   -   -   (4,787 ) (4,787 )
Dividend in excess of the minimum estatutory undistributed in 2024   -   -   -   -   -   (203,272 ) -   -   -   -   -   -   -   (203,272 ) -   (203,272 )
Dividends/interest on equity   -   -   -   -   -   -   (241,085 ) -   -   -   -   -   -   (241,085 ) (21,708 ) (262,793 )
Balance as of June 30, 2025   24,273,225   (565,507 ) 11,597   2,756,989   2,914,226   17,471,802   1,364,694   (2,904,670 ) (9,105,654 ) (12,734 ) 18,307,306   215,370   196,324   54,922,968   201,239   55,124,207  
                                                                   
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   -   -   -   -   -   -   2,455,840   -   -   -   -   -   -   2,455,840   23,561   2,479,401  
Other comprehensive income (loss) recognized in the period   -   -   -   -   -   -   -   -   210,248   -   (1,894,252 ) 5,006   -   (1,678,998 ) (12,794 ) (1,691,792 )
Total comprehensive income (loss) recognized in the period   -   -   -   -   -   -   2,455,840   -   210,248   -   (1,894,252 ) 5,006   -   776,842   10,767   787,609  
Increase in Capital through capitalization of Retained earnings   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -  
Effects of the share buyback program   -   (311,273 ) -   -   -   -   -   -   -   -   -   -   -   (311,273 ) -   (311,273 )
Cancellation of treasury stocks   -   278,220   -   -   -   (278,220 ) -   -   -   -   -   -   -   -   -   -  
Long term incentive plan cost recognized in the period   -   -   -   -   -   -   -   -   -   -   -   -   (2,143 ) (2,143 ) (24 ) (2,167 )
Long term incentive plan exercised during the period   -   38,927   -   -   -   8,890   -   -   -   -   -   -   -   47,817   22   47,839  
Effects of interest changes in subsidiaries   -   -   -   -   -   -   -   -   -   -   -   -   -   -   (7,289 ) (7,289 )
Dividend in excess of the minimum estatutory undistributed in 2025   -   -   -   -   -   (197,891 ) -   -   -   -   -   -   -   (197,891 ) -   (197,891 )
Dividends/interest on equity   -   -   -   -   -   -   (354,191 ) -   -   -   -   -   -   (354,191 ) (26,378 ) (380,569 )
Balance as of June 30, 2026 (Note 17)   24,273,225   (514,193 ) 11,597   2,826,340   2,914,226   16,846,714   2,101,649   (2,904,670 ) (8,932,731 ) (12,734 ) 16,408,244   272,216   254,671   53,544,554   190,194   53,734,748  

 

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

 

 

 

 

GERDAU S.A.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands of Brazilian reais (R$)

(Unaudited)

 

          For the six-month period ended  
    Note     June 30, 2026     June 30, 2025  
Cash flows from operating activities                        
Net income for the period             2,479,401       1,622,301  
Adjustments to reconcile net income for the period to net cash provided by operating activities:                        
Depreciation and amortization     20       1,823,169       1,810,379  
Equity in earnings of unconsolidated companies     8       (136,695 )     (35,713 )
Exchange variation, net     21       (46,167 )     (34,315 )
Losses on derivative financial instruments, net     21       17,121       38,856  
Post-employment benefits             138,675       145,762  
Long-term incentive plans             75,023       82,232  
Income tax     7       1,058,679       606,315  
Losses on disposal of property, plant and equipment             13,918       20,260  
Impairment of financial assets             45,731       6,579  
Provision (Reversal) of tax, civil, labor and environmental liabilities, net             91,299       (27,370 )
Interest income on short-term investments             (76,964 )     (72,693 )
Interest expense on debt and debentures     21       551,371       573,375  
Interest expense on lease liabilities             71,368       66,391  
Reversal of net realizable value adjustment in inventory, net     6       (33,655 )     (7,454 )
              6,072,274       4,794,905  
Changes in assets and liabilities                        
Increase in trade accounts receivable             (1,273,725 )     (938,903 )
Increase in inventories             (1,870,511 )     (333,718 )
Increase in trade accounts payable             1,231,795       219,511  
Increase in other receivables             (18,467 )     (10,538 )
Decrease in other payables             (173,709 )     (587,477 )
Dividends from associates and joint ventures             287,866       27,103  
Purchases of short-term investments             (96,773 )     (489,680 )
Proceeds from maturities and sales of short-term investments             335,866       622,257  
Cash provided by operating activities             4,494,616       3,303,460  
                         
Interest paid on loans and financing             (629,614 )     (547,286 )
Interest paid on lease liabilities             (71,368 )     (66,391 )
Income and social contribution taxes paid             (749,311 )     (774,451 )
Net cash provided by operating activities             3,044,323       1,915,332  
                         
Cash flows from investing activities                        
Purchases of property, plant and equipment     9       (2,232,238 )     (3,498,150 )
Proceeds from sales of property, plant and equipment, investments and other intangibles             9,538       30,066  
Additions in other intangibles             (75,450 )     (74,388 )
Payment for acquisition of company control             -       (673,272 )
Capital increase in joint ventures     8       (89 )     (88,800 )
Net cash used in investing activities             (2,298,239 )     (4,304,544 )
                         
Cash flows from financing activities                        
Purchases of treasury stocks             (311,273 )     (772,504 )
Dividends and interest on capital paid             (550,053 )     (463,399 )
Proceeds from loans and financing             308,206       8,144,166  
Repayment of loans and financing             (464,726 )     (2,907,289 )
Leasing payment             (244,545 )     (234,908 )
Net cash (used) provided in financing activities             (1,262,391 )     3,766,066  
                         
Exchange variation on cash and cash equivalents             (257,631 )     (643,734 )
                         
(Decrease) Increase in cash and cash equivalents             (773,938 )     733,120  
Cash and cash equivalents at beginning of period             5,929,170       7,767,813  
Cash and cash equivalents at end of period             5,155,232       8,500,933  

 

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

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 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 for its own consumption. 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 August 4, 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 and six-month periods ended on June 30, 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 and amendment of IFRS 19 – Subsidiaries without Public Accountability: Disclosures. This standard allows certain eligible subsidiaries of parent entities reporting under IFRS to apply reduced disclosure requirements. The standard is effective for annual reporting periods beginning on or after January 1, 2027. The Company does not expect material impacts on its Financial Statements, as this standard applies only to the financial statements of eligible subsidiaries.

 

- 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.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026

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

(Unaudited)

 

 

- Issuance of IFRS 20 – Regulatory Assets and Regulatory Liabilities. This new accounting standard establishes requirements for the recognition, measurement, presentation and disclosure of regulatory assets, regulatory liabilities, regulatory income and regulatory expenses arising from regulatory tariff arrangements. The standard aims to provide more relevant information about the effects of regulatory mechanisms on the financial position, financial performance and future cash flows of entities subject to rate regulation. This standard introduces specific criteria for the recognition of regulatory rights and obligations, as well as additional presentation and disclosure requirements in the financial statements. This standard is effective for fiscal years beginning on or after January 1, 2029. Early adoption of this standard is permitted; however, the Company has elected not to early adopt it. The Company is evaluating the impacts of adopting this standard on its financial statements.

 

- Amendment to IAS 28 – Investments in Associates and Joint Ventures. This amendment clarifies the eligibility criteria for applying the option to measure investments in associates and joint ventures at fair value through profit or loss in accordance with IFRS 9, aligning such requirements with the concepts introduced by IFRS 18. The amendment is applicable upon adoption of IFRS 18. The Company does not expect significant impacts on its Financial Statements arising from the adoption of this amendment.

 

NOTE 3 – CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

3.1 - Subsidiaries

 

The Company did not have material changes of interest in subsidiaries for the period ended on June 30, 2026, when compared to those existing on December 31, 2025.

 

3.2 - Joint Ventures

 

Listed below are the interests in joint ventures:

 

          Equity Interests  
      Total capital(*)  
Joint ventures   Country     June 30, 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.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026

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

(Unaudited)

 

 

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

 

    Joint ventures  
Joint ventures   June 30, 2026     December 31, 2025  
Cash and cash equivalents     5,322,233       5,268,140  
Total current assets     8,261,681       8,204,754  
Total non-current assets     25,268,258       24,726,193  
Short-term debt     934,236       1,363,974  
Total current liabilities     4,199,265       4,760,141  
Long-term debt     10,775,848       9,796,171  
Total non-current liabilities     15,446,662       14,146,451  

 

    Joint ventures  
    For the three-month period ended     For the six-month period ended  
Joint ventures   June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Net sales     3,379,772       3,221,970       6,759,014       6,190,731  
Cost of sales     (2,198,481 )     (2,076,303 )     (4,527,057 )     (4,129,457 )
Income before financial income (expences) and taxes     934,409       889,539       1,736,685       1,580,280  
Financial income     631,031       316,650       1,089,544       594,897  
Financial expenses     (941,007 )     (528,892 )     (1,702,164 )     (1,033,954 )
Income and social contribution taxes     (138,742 )     (143,608 )     (441,237 )     (288,110 )
Net income     485,691       533,689       682,828       853,113  
Depreciation and amortization     (407,977 )     (358,625 )     (808,297 )     (705,639 )
Total comprehensive income for the year, net of tax     485,691       533,689       682,828       853,113  

  

3.3 — Associate companies

 

Listed below is the interest in associate companies:

 

          Equity interests  
    Total capital (*)  
Associate companies   Country     June 30, 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.

 

As of June 30, 2026, 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 the other shareholders that prevent the Company from fully implementing decisions regarding the conduct of the affiliate’s business.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026

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

(Unaudited)

 

 

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

 

    Associate companies  
Associate companies   June 30, 2026     December 31, 2025  
Cash and cash equivalents     11,726       19,489  
Total current assets     133,402       159,054  
Total non-current assets     1,317,219       1,330,910  
Total current liabilities     127,100       156,974  
Total non-current liabilities     147,086       131,565  

 

    Associate companies  
    For the three-month period ended     For the six-month period ended  
Associate companies   June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Net sales     181,029       163,334       375,187       280,766  
Cost of sales     (143,853 )     (208,097 )     (342,904 )     (312,356 )
Income before financial income (expences) and taxes     33,159       (58,095 )     22,780       (51,565 )
Financial income     4,315       (3,598 )     8,318       3,791  
Financial expenses     (37,867 )     (19,775 )     (67,223 )     (45,632 )
Income and social contribution taxes     (8,910 )     23,300       134       27,675  
Net income     (9,303 )     (58,168 )     (35,991 )     (65,731 )
Depreciation and amortization     (20,189 )     (14,007 )     (36,215 )     (27,832 )
Total comprehensive income for the year, net of tax     (9,303 )     (58,168 )     (35,991 )     (65,731 )

 

3.4 Acquisition of equity interest in companies

 

Dona Francisca Energética S.A. (DFESA)

 

On April 16, 2026 and June 15, 2026, the Company announced that it had submitted binding proposals to acquire the entire equity interests in Dona Francisca Energética S.A. (DFESA) held by Centrais Elétricas de Santa Catarina S.A. (CELESC) and Companhia Paranaense de Energia (COPEL), respectively. Each transaction corresponds to 23.03% of DFESA’s share capital and contemplates an enterprise value of R$150 million.

 

On July 20, 2026, the Company announced the completion of the acquisition of the entire equity interest in DFESA corresponding to 23.03% of its share capital held by CELESC. The transaction was completed after the fulfillment of the conditions precedent established for the operation, including approval by the Brazilian antitrust authority. The acquisition was completed at an enterprise value of R$150 million and, considering DFESA’s proportional consolidated cash position of approximately R$4 million, the Company made a total cash disbursement of approximately R$154 million, fully paid in cash using its own available resources.

 

The closing of the transaction with COPEL is, in turn, subject to the satisfaction of customary conditions precedent for this type of transaction, including approval by the Brazilian antitrust authority. The acquisition of the entire equity interest will result in the acquisition of control over DFESA, where the accounting impacts of the business combination are still being assessed.

 

The closing of the transaction with COPEL, in turn, remains subject to the fulfillment 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 through its 85% ownership interest in the consortium holding the concession for the Dona Francisca Hydroelectric Power Plant, located on the Jacuí River, in the 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.

 

As of June 30, 2026, the Company held 53.94% of DFESA’s share capital, corresponding to 35.6 average MW of energy. Upon completion of the acquisitions of the equity interests held by CELESC and COPEL, following the fulfillment of the applicable conditions precedent and receipt of the required approvals, the Company will hold 100% of DFESA’s share capital through a total investment of R$300 million in enterprise value, plus the proportionate consolidated cash, increasing its self-production capacity by 30.4 average MW of energy. As a result, the Company will utilize the entire 65.94 average MW of firm energy available through DFESA for self-production purposes.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026

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

(Unaudited)

 

 

The acquisition is aligned with the Company’s capital allocation discipline, enhancing the cost competitiveness of its operations by increasing self-generation to more than 50% of its energy consumption, with a focus on renewable energy and in line with the decarbonization strategy previously disclosed by the Company.

 

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

 

Cash and cash equivalents

 

    June 30, 2026     December 31, 2025  
Cash     16,955       14,710  
Banks and immediately available investments     5,138,277       5,914,460  
Cash and cash equivalents     5,155,232       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

 

    June 30, 2026     December 31, 2025  
Short-term investments     285,262       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

 

    June 30, 2026     December 31, 2025  
Trade accounts receivable - in Brazil     1,836,462       1,912,129  
Trade accounts receivable - exports from Brazil     431,384       718,930  
Trade accounts receivable - foreign subsidiaries     3,845,882       2,271,451  
(-) Impairment of financial assets     (114,344 )     (91,870 )
      5,999,384       4,810,640  

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026

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

(Unaudited)

 

 

Accounts receivable by aging are as follows:

 

    June 30, 2026     December 31, 2025  
Current     5,546,231       4,326,579  
Past-due:                
Up to 30 days     415,458       369,766  
From 31 to 60 days     48,314       100,422  
From 61 to 90 days     15,174       14,946  
From 91 to 180 days     26,222       50,845  
From 181 to 360 days     18,671       14,326  
Above 360 days     43,658       25,626  
(-) Impairment on financial assets     (114,344 )     (91,870 )
      5,999,384       4,810,640  

 

NOTE 6 - INVENTORIES

 

    June 30, 2026     December 31, 2025  
Finished products     7,280,898       6,903,389  
Work in progress     4,174,305       3,255,250  
Raw materials     3,067,024       3,085,485  
Storeroom supplies     1,008,900       1,054,641  
Imports in transit     586,804       484,408  
(-) Allowance for adjustments to net realizable value     (18,320 )     (52,092 )
      16,099,611       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     (2,322 )
Reversal of adjustments to net realizable value     35,977  
Exchange rate variation     117  
Balance as of June 30, 2026     (18,320 )

 

NOTE 7 – INCOME AND SOCIAL CONTRIBUTION TAXES

 

In Brazil, income taxes include federal income tax (IR) and social contribution (CS), which represents an additional federal income tax. The statutory rates for income tax and social contribution are 25% and 9%, respectively, and are applicable for the periods ended on June 30, 2026 and 2025. The foreign subsidiaries of the Company are subject to taxation at rates ranging between 23% and 35%, however, there are foreign subsidiaries—primarily engaged in financial activities—that are subject to tax rates as low as zero percent. 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 June 30, 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     For the six-month period ended  
    June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Income before income taxes     2,024,622       1,150,598       3,538,080       2,228,616  
Statutory tax rates     34 %     34 %     34 %     34 %
Income and social contribution taxes at statutory rates     (688,371 )     (391,203 )     (1,202,947 )     (757,729 )
Tax adjustment with respect to:                                
 - Difference in tax rates in foreign companies     193,910       86,356       277,596       123,661  
 - Equity in earnings of unconsolidated companies     18,575       8,990       46,476       12,142  
 - Deferred tax assets not recognized     (100,937 )     (9,808 )     (220,719 )     (13,215 )
- Interests on tax lawsuits     8,457       10,434       17,893       20,567  
- Interest on equity     -       (1 )     -       65  
- Tax credits and incentives     -       3,274       17       4,344  
- Other permanent differences, net     9,790       5,857       23,005       3,850  
Income and social contribution taxes     (558,576 )     (286,101 )     (1,058,679 )     (606,315 )
Current     (559,231 )     (348,373 )     (1,023,997 )     (623,193 )
Deferred     655       62,272       (34,682 )     16,878  

 

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$ 1,133,089 (R$ 907,295 on December 31, 2025), which do not have an expiration date. The subsidiaries abroad had R$ 634,894 (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$ 235,313 (R$ 291,979 as of December 31, 2025), which expire at various dates between 2031 and 2038.

 

NOTE 8 – INVESTMENTS

 

    June 30, 2026     December 31, 2025  
Opening balance     3,944,474       4,222,317  
Equity in earnings     136,695       95,622  
Cumulative Translation Adjustment     (92,586 )     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     (287,866 )     (235,327 )
 Ending balance     3,700,806       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 June 30, 2026, acquisitions amounted to R$ 1,008,294 (R$ 1,600,298 as of June 30, 2025), and disposals amounted to R$ 13,925 (R$ 17,478 as of June 30, 2025). During the six-month period ended on June 30, 2026, acquisitions amounted to R$ 2,105,959 (R$ 2,977,034 as of June 30, 2025), and disposals amounted to R$ 23,457 (R$ 30,872 as of June 30, 2025).

 

The additions to property, plant and equipment in the six-month period ended on June 30, 2026 include a non-cash effect amounted to R$ 126,279 (R$ 521,116 as of June 30, 2025).

 

b) Capitalized borrowing costs – borrowing costs capitalized during the three-month period ended on June 30, 2026 amounted to R$ 36,103 (R$ 58,187 as of June 30, 2025). Borrowing costs capitalized during the six-month period ended on June 30, 2026 amounted to R$ 81,274 (R$ 89,106 as of June 30, 2025).

 

c) Guarantees – no property, plant and equipment were pledged as collateral for loans and financing on June 30, 2026 and December 31, 2025.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026 

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

(Unaudited)

 

 

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     (1,333,152 )     617,230       (715,922 )
Balance as of June 30, 2026     21,546,901       (10,267,096 )     11,279,805  

 

The amounts of goodwill by segment are as follows:

 

As of June 30, 2026 and December 31, 2025, the goodwill balances of R$ 11,279,805 and R$ 11,995,727, respectively, are allocated to the North American segment.

 

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

 

    June 30, 2026     December 31, 2025  
Trade accounts payable - domestic market     4,371,025       3,641,918  
Trade accounts payable - debtor risk     427,181       381,415  
Trade accounts payable - imports     1,383,765       986,338  
      6,181,971       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”.

 

    June 30, 2026     December 31, 2025     January 01, 2025  
Trade accounts payable - debtor risk     427,181       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     419,160       373,172       451,420  

 

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

 

The balances presented as “Trade Accounts Payable - Imports” substantially refer to the purchase of coal and other raw materials abroad, where in commercial transactions the supplier may require the issuance of a letter of credit or similar risk mitigation instrument to ship the products. On June 30, 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.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026 

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

(Unaudited)

 

 

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

 

NOTE 12 – LOANS AND FINANCING

 

Loans and financing are as follows:

 

    June 30, 2026     December 31, 2025  
Ten/Thirty Years Bonds     7,072,199       7,514,045  
Other financing     2,079,797       2,260,707  
Total financing     9,151,996       9,774,752  
Current     587,576       897,295  
Non-current     8,564,420       8,877,457  
                 
Principal amount of the financing     9,047,442       9,656,888  
Interest amount of the financing     104,554       117,864  
Total financing     9,151,996       9,774,752  

 

As of June 30, 2026, the nominal weighted average cost of debts denominated in US dollars is 6.13% p.a. (6.12% p.a. on December 31, 2025), for debts denominated in Real of CDI -1.90% p.a. (CDI -2.11% p.a. on December 31, 2025) and for other currencies 3.34% p.a. (3.64% p.a. on December 31, 2025).

 

Loans and financing, denominated in Reais, are substantially indexed to the CDI (Interbank Deposit Certificates).

 

Summary of loans and financing by currency:

 

    June 30, 2026     December 31, 2025  
Brazilian Real (R$)     1,741,565       1,789,242  
U.S. Dollar (US$)     7,274,334       7,837,820  
Other currencies     136,097       147,690  
      9,151,996       9,774,752  

 

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

 

    June 30, 2026     December 31, 2025  
2027(*)     1,809,343       1,778,633  
2028     65,728       55,811  
2029     62,313       51,438  
2030     61,772       46,755  
2031 on     6,565,264       6,944,820  
      8,564,420       8,877,457  

 

(*) On June 30, 2026, the amounts represents dates from July 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$ 4,530 million as of June 30, 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 June 30, 2026, no amount of this credit line was used.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026 

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

(Unaudited)

 

 

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 June 30, 2026                    
Issuance     General Meeting   Issued     Held in treasury     Maturity     June 30, 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       1,514,190       1,514,441  
18th   December 10, 2024     1,500,000       -       December 10, 2028       1,508,116       1,508,060  
19th   June 05, 2025     1,375,000       -       June 04, 2032       1,383,787       1,384,898  
Total Consolidated                                   4,406,093       4,407,399  
                                               
Current                                   42,174       44,609  
Non-current                                   4,363,919       4,362,790  

 

Maturities of long-term amounts are as follows:

 

      June 30, 2026     December 31, 2025  
2028       1,496,550       1,496,022  
2029       1,496,628       1,496,222  
2031 on       1,370,741       1,370,546  
        4,363,919       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 June 30, 2026 (CDI + 0.58% for the year ended on June 30, 2025).

 

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.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026 

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

(Unaudited)

 

 

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

 

    June 30, 2026     December 31, 2025  
    Book     Fair     Book     Fair  
    value     value     value     value  
Assets                                
Short-term investments     285,262       285,262       445,627       445,627  
Trade accounts receivable - net     5,999,384       5,999,384       4,810,640       4,810,640  
Fair value of derivatives     20,965       20,965       36,623       36,623  
Other current assets     605,183       605,183       678,899       678,899  
Other non-current assets     346,099       346,099       387,708       387,708  
                                 
Liabilities                                
Trade accounts payable - domestic market     4,371,025       4,371,025       3,641,918       3,641,918  
Trade accounts payable - debtor risk     427,181       427,181       381,415       381,415  
Trade accounts payable - imports     1,383,765       1,383,765       986,338       986,338  
Loans and Financing     9,151,996       9,528,527       9,774,752       10,311,438  
Debentures     4,406,093       4,420,109       4,407,399       4,403,314  
Fair value of derivatives     967       967       3,306       3,306  
Other current liabilities     1,397,422       1,397,422       1,557,010       1,557,010  
Other non-current liabilities     452,921       452,921       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.

 

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.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026 

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

(Unaudited)

 

 

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

 

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

 

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

 

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

 

Sensitivity analysis:

 

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

 

Impacts on Statements of Income  
   
Assumptions   Percentage of change     June 30, 2026     June 30, 2025  
Foreign currency sensitivity analysis - Loans and financing     5 %     6,818       22,786  
Foreign currency sensitivity analysis - Imports/Exports     5 %     47,619       59,219  
Interest rate sensitivity analysis     10 bps     39,224       53,968  
Sensitivity analysis of changes in prices of products sold     1 %     178,706       24,631  
Sensitivity analysis of changes in raw material and commodity prices     1 %     105,702       12,915  
Currency forward contracts     5 %     22,934       -  
Commodity derivates     5 %     4,957       1,851  
Swaps USD x DI     5 %     8,222       8,465  
Swaps IPCA x DI     5 %     127       -  
Swaps EUR x DI     5 %     -       19,355  

 

Foreign currency sensitivity analysis: As of June 30, 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, a 5% depreciation of the Brazilian Real against the U.S. Dollar would result in a financial expense of R$ 6,818 for the six-month period ended June 30, 2026 (financial expense of R$ 22,786 for the six-month period ended June 30, 2025). Conversely, a 5% appreciation of the Brazilian Real against the U.S. Dollar would result in financial income of the same amount. Regarding net import and export transactions, a 5% depreciation of the Brazilian Real against the U.S. Dollar would result in an expense of R$ 47,619 for the six-month period ended June 30, 2026 (expense of R$ 59,219 for the six-month period ended June 30, 2025). Conversely, a 5% appreciation of the Brazilian Real against the U.S. Dollar would produce the opposite effect, resulting in income of the same amount. The net amounts of other assets and other liabilities denominated in foreign currencies do not present significant risks of impact arising from fluctuations in exchange rates.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026 

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

(Unaudited)

 

 

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$ 39,224 for the six-month period ended on June 30, 2026 (R$ 53,968 for the six-month period ended on June 30, 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.

 

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 six-month period ended on June 30, 2026, totals R$ 178,706 (R$ 24,631 for the six-month period ended on June 30, 2025) and the variation in the price of raw materials and other inputs totals R$ 105,702 for the six-month period ended on June 30, 2026 (R$ 12,915 for the six-month period ended on June 30, 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 June 30, 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$ 22,934 for the six-month period ended on June 30, 2026 (R$ 0 for the six-month period ended on June  30, 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 June 30, 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 a loss of R$ 4,957 for the six-month period ended on June 30, 2026 (loss of R$ 1,851 for the six-month period ended on June 30, 2025), and a 5% decrease in the price of commodities represents a gain 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 loss of R$ 8,222 for the six-month period ended on June 30, 2026 (loss of R$ 8,465 for the six-period ended on June 30, 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 5% increase in the real yield curve for all vertices of the respective operations. This variation would represent a loss of R$ 127 for the six-month period ended on June 30, 2026 (R$ 0 for the six-month period ended on June 30, 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.

 

 

 

 

GERDAU S.A. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

as of June 30, 2026 

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

(Unaudited)

 

 

Sensitivity analysis of EUR x DI swaps: During the six-month period ended June 30, 2026, the Company did not have any EUR x DI swaps designated to hedge a portion of its loans and financing. During the same period in 2025, the outstanding balance of these transactions amounted to R$ 19,355.

 

d) Financial Instruments per Category

 

Summary of the financial instruments per category:

 

June 30, 2026
Assets
  Financial asset at
amortized cost
    Financial asset at fair value
through proft or loss
    Total  
Short-term investments     -       285,262       285,262  
Trade accounts receivable     5,999,384       -       5,999,384  
Fair value of derivatives     -       20,965       20,965  
Other current assets     592,126       13,057       605,183  
Other non-current assets     346,099       -       346,099  
Total     6,937,609       319,284       7,256,893  
Financial income (expenses) for the three-month period ended on June 30, 2026     67,021       55,657       122,678  
Financial income (expenses) for the six-month period ended on June 30, 2026     53,844       120,716       174,560  

 

Liabilities   Financial liability at
fair value through profit
or loss
    Financial liability at
amortized cost
    Total  
Trade accounts payable - domestic market     -       4,371,025       4,371,025  
Trade accounts payable - debtor risk     -       427,181       427,181  
Trade accounts payable - imports     -       1,383,765       1,383,765  
Loans and financing     -       9,151,996       9,151,996  
Debentures     -       4,406,093       4,406,093  
Fair value of derivatives     967       -       967  
Other current liabilities     -       1,397,422       1,397,422  
Other non-current liabilities     -       452,921       452,921  
Total     967       21,590,403       21,591,370  
Financial income (expenses) for the three-month period ended on June 30, 2026     (7,095 )     (423,323 )     (430,418 )
Financial income (expenses) for the six-month period ended on June 30, 2026     (33,640 )     (769,157 )     (802,797 )

 

December 31, 2025
Assets
  Financial asset at
amortized cost
    Financial asset at fair value
through proft 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 June 30, 2025     (60,825 )     67,452       6,627  
Financial income (expenses) for the six-month period ended on June 30, 2025     (85,795 )     126,657       40,862  

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 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     -       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 June 30, 2025     (10,363 )     (331,003 )     (341,366 )
Financial income (expenses) for the six-month period ended on June 30, 2025     (41,925 )     (641,564 )     (683,489 )

 

e) Operations with derivative financial instruments

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The derivatives instruments can be summarized and categorized as follows:

 

        Notional value   Amount receivable   Amount payable
Contracts   Position   June 30, 2026   December 31, 2025   June 30, 2026   December 31, 2025   June 30, 2026   December 31, 2025
Currency forward contracts                            
Maturity in 2026   sold in US$   US$78.5 million   -   6,457   -   967   -
Commodity derivates                            
Maturity in 2026   buyed in US$   US$10.2 million   -   175   -   -   -
Commodity contracts                            
Maturity in 2026   -   -   -   5,607   20,113   -   -
Swaps USD x DI                            
Maturity in 2026   107.9% of CDI   US$30.6 million   US$30.6 million   6,188   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   -   2,538   -   -   -
Maturity in 2026   CDI - 0.90%   -   R$150 million   -   -   -   1,114
Total fair value of financial instruments               20,965    36,623   967   3,306

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

Fair value of derivatives   June 30, 2026     December 31, 2025  
Current assets     20,965       36,623  
      20,965       36,623  
Fair value of derivatives                
Current liabilities     967       3,306  
      967       3,306  

 

    For the six-month period ended  
Net Income   June 30, 2026     June 30, 2025  
Gains on financial instruments     16,520       -  
Losses on financial instruments     (33,640 )     (31,562 )
      (17,120 )     (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 June 30, 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$ 27,589 for the three-month period ended on June 30, 2026 (gain of R$ 96,950 for the three-month period ended on June 30, 2025), and an unrealized gain, net of taxes, in the amount R$ 210,248 for the six-month period ended on June 30, 2026 (gain of R$ 284,021 for the six-month period ended on June 30, 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 mentioned above against positive and negative changes in the exchange rate. This objective is consistent with the Company’s risk management strategy. Prospective and retrospective tests demonstrated the effectiveness of these instruments.

 

g) Measurement of fair value:

 

The Company’s financial assets and liabilities, both at the parent company and consolidated levels, measured at fair value on a recurring basis, are valued using valuation techniques that rely exclusively on observable market data.

 

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

 

As required by IAS 7, the Company has summarized below the changes in the liabilities of cash flow from financing activities, from its Statement of Cash Flows:

 

          Cash effects     Non-cash effects        
    January 01, 2026     Received/(Paid)
from financing
activities
    Interest Payment     Interest on loans,
financing and loans
with related parties
    Exchange
Variance and
others
    June 30, 2026  
Leasing payable     117,669       (244,545 )     (71,368 )     71,368       253,805       126,929  
Loans and Financing, Debentures and Fair value of derivatives     14,148,834       (156,520 )     (629,614 )     551,371       (375,980 )     13,538,091  

 

          Cash effects     Non-cash effects        
    January 01, 2025     Payments from
financing activities
    Interest Payment     Interest on loans,
financing and loans
with related parties
    Exchange
Variance and
others
    June 30, 2025  
Leasing payable     1,280,669       (234,908 )     (66,391 )     66,391       383,290       1,429,051  
Loans and Financing, Debentures and Fair value of derivatives     13,585,363       5,236,877       (547,286 )     583,681       (800,470 )     18,058,165  

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

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

 

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

 

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

 

I) Provisions

 

    June 30, 2026     December 31, 2025  
a) Tax provisions     2,010,752       1,928,918  
b) Labor provisions     333,690       326,315  
c) Civil provisions     39,018       37,179  
      2,383,460       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:

 

  June 30, 2026     December 31, 2025  
Balance at the beginning of the year     2,292,412       2,328,849  
(+) Additions     67,376       165,196  
(+) Monetary correction     73,360       137,637  
(-) Reversal of accrued amounts     (49,438 )     (343,266 )
(+) Acquisition of company control     -       3,969  
(+) Foreign exchange effect on provisions in foreign currency     (250 )     27  
Balance at the end of period     2,383,460       2,292,412  

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

II) Contingent liabilities for which provisions were not recorded as of June 30, 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$ 1,064,157 (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$ 596,344 (R$ 571,299 as of December 31, 2025); and (ii) social security contributions in the total of R$ 174,941 (R$ 172,301 as of December 31, 2025).

 

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$ 1,967,304 (R$ 2,126,191 as of December 31, 2025); and (ii) other taxes, whose updated total amount is currently R$ 1,211,935 (R$ 854,422 as of December 31, 2025).

 

a.4) Gerdau S.A. and its subsidiary Gerdau Aços Longos S.A. are parties to administrative proceedings related to Withholding Income Tax (IRRF) levied on interest remitted abroad in connection with export financing arrangements formalized through Prepayment of Exports Agreements (PPE) or Advance Export Receipt Agreements (RAE), in the updated amount of R$ 1,621,109 (R$ 1,643,601 as of December 31, 2025), of which: (i) R$ 789,807 (R$ 759,834 as of December 31, 2025) correspond to four administrative proceedings involving the subsidiary Gerdau Aços Longos S.A. In one proceeding, the Company filed a Voluntary Appeal, which was unanimously ruled in its favor by the Administrative Council of Tax Appeals (CARF), fully canceling the IRPJ and CSLL tax assessment; a Motion for Clarification filed by the National Treasury is pending judgment. In the remaining three proceedings, the Company filed Special Appeals, which are pending judgment by the Superior Chamber of Tax Appeals (CSRF), following the dismissal of Motions for Clarification filed against decisions that, by a casting vote, denied the Voluntary Appeals filed by the Company; and (ii) R$ 831,302 (R$ 883,767 as of December 31, 2025) correspond to three proceedings involving Gerdau S.A. Two of these proceedings have been concluded at the administrative level, and the Company has filed annulment actions before the Judiciary to challenge the assessments, which are pending judgment in the trial court. In the third proceeding, the Voluntary Appeal filed by the Company was denied by CARF through a casting vote, and the Company filed a Motion for Clarification, which is pending judgment.

 

a.5) Gerdau S.A. is a party to administrative proceedings related to the disallowance of the deductibility of goodwill generated pursuant to 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) arising from a corporate restructuring carried out in 2010. The updated total amount of the assessments is R$ 651,961 (R$ 628,534 as of December 31, 2025), of which: (i) R$ 35,732 (R$ 34,406 as of December 31, 2025) corresponds to a case in which the decision on the merits favorable to the National Treasury prevailed by casting vote, followed by a new decision recognizing the extinguishment of the assessed tax credit (composed exclusively of stand-alone penalties) pursuant to Law No. 14,689/2023, with the mandatory appeal still pending judgment; (ii) R$ 300,053 (R$ 289,734 as of December 31, 2025) corresponds to a proceeding awaiting a new trial to review the mandatory appeal and other matters not addressed in the Company’s voluntary appeal, as determined by the CSRF when it partially granted, by casting vote, the Special Appeal filed by the National Treasury Attorney’s Office; (iii) R$ 98,379 (R$ 94,941 as of December 31, 2025) corresponds to a proceeding in which a new trial was held to review the mandatory appeal and other matters not addressed in the Company’s voluntary appeal, as determined by the CSRF when it partially granted, by casting vote, the Special Appeal filed by the National Treasury Attorney’s Office, with the panel ordering additional fact-finding procedures, and the Company is awaiting formal notification of the decision; and (iv) R$ 217,797 (R$ 209,453 as of December 31, 2025) corresponds to a proceeding in which the Company’s Special Appeal filed by Gerdau S.A. was partially admitted against a decision that, by casting vote, denied the Voluntary Appeal. An Interlocutory Appeal was filed regarding the inadmitted portion, which was denied, and the Company is awaiting judgment of the admitted portion of its Special Appeal.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

a.6) Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) and its subsidiary Gerdau Internacional Empreendimentos Ltda. – Gerdau Group are parties to legal proceedings regarding Corporate Income Tax (IRPJ) and the Social Contribution on Net Income (CSLL), with an updated value of R$ 1,613,074 (R$ 1,568,352 as of December 31, 2025). These proceedings concern profits generated abroad, of which: (i) R$ 1,327,317 (R$ 1,289,971 as of December 31, 2025) relates to two legal proceedings involving the subsidiary Gerdau Internacional Empreendimentos Ltda. – Gerdau Group. One proceeding is pending at the first-instance level, awaiting a ruling on the objections to tax enforcement filed by the Company; the other involves a special appeal filed by the Federal Government that was admitted, while the Company’s special appeal was denied admission—both filed against an appellate decision that had unanimously granted Gerdau’s appeal to dismiss the tax enforcement action—and the case has been forwarded to the Superior Court of Justice (STJ) for a merits review of the Federal Government’s special appeal and awaits judgment; (ii) R$ 285,757 (R$ 278,381 as of December 31, 2025) relates to a proceeding involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), in which an appeal filed by the Federal Government against the judgment upholding the objections to tax enforcement filed by the Company is pending a decision.

 

a.7) The subsidiary Gerdau Internacional Empreendimentos Ltda. (Gerdau Group) is a party to an administrative proceeding regarding Corporate Income Tax (IRPJ) and the Social Contribution on Net Income (CSLL). The updated amount involved is R$ 2,676,226 (R$ 2,550,462 as of December 31, 2025), relating to a tax assessment notice demanding IRPJ and CSLL for the 2021 calendar year due to alleged non-compliance with rules concerning worldwide taxation; an administrative challenge was filed but ruled unfounded, and we are awaiting formal notification of the decision in order to file the respective appeal;

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

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 regarding the disallowance of the deductibility—from the calculation base for Corporate Income Tax (IRPJ) and the Social Contribution on Net Profit (CSLL)—of the goodwill generated pursuant to Articles 7 and 8 of Law No. 9.532/97, arising from the corporate reorganization carried out in 2004/2005. The total updated value of the assessments amounts to R$ 8,032,304 (R$ 8,545,810 as of December 31, 2025), of which: (i) R$ 4,333,781 (R$ 4,971,219 as of December 31, 2025) relates 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., currently in the judicial collection phase; the Companies have posted judicial guarantees—by means of surety insurance—within the scope of precautionary measures and have initiated judicial proceedings via Objections to Execution; regarding the Objections to Execution filed by Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.), the motions for clarification filed against the decision that refused to hear the Special Appeal lodged by the National Treasury—challenging the appellate decision by the Federal Regional Court of the 4th Region that had upheld the judgment in the Company’s favor—were rejected, and the admissibility and judgment of the Extraordinary Appeal lodged by the National Treasury and assigned to the Supreme Federal Court (STF) remain pending; regarding the objections to the tax enforcement action 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 filed by Gerdau and the National Treasury, as well as the mandatory review, and partially admitted the Company’s motion for clarification while refusing to admit the Union’s motion for clarification, thereby upholding the judgment in favor of the Company regarding the objections to the tax enforcement action; both parties filed a Special Appeal and the Union filed an Extraordinary Appeal, all of which are pending a determination of admissibility and subsequent judgment; regarding the proceedings involving the subsidiary Gerdau Aços Longos S.A., also heard by 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 admitted, and the Union’s motion for clarification was not admitted, maintaining the judgment favorable to the Company; both parties filed a Special Appeal and the Union filed an Extraordinary Appeal, pending a determination of admissibility and subsequent judgment; and furthermore, the objections to the tax enforcement action filed by the subsidiary Gerdau Açominas S.A. are pending judgment at the trial court level; (ii) R$ 419,997 (R$ 408,042 as of December 31, 2025) relate to a lawsuit involving the subsidiary Gerdau Aços Longos S.A. concerning a debt contested at the administrative level; the Federal Regional Court of the 2nd Region unanimously denied 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 denied the Motions for Clarification filed by both parties as well as the Union’s Internal Interlocutory Appeal; the admissibility review and judgment regarding the Union’s Special and Extraordinary Appeals and the Company’s Special Appeal were suspended, and the Company filed an Internal Interlocutory Appeal seeking to lift the suspension in order to proceed with the admissibility review of the appeals, which has not yet been conducted; (iii) R$ 395,393 (R$ 383,502 as of December 31, 2025) relate to a lawsuit involving the subsidiary Gerdau Aços Longos S.A. concerning a debt contested at the administrative level; the Federal Regional Court of the 2nd Region unanimously granted the Company’s appeal to overturn the judgment that had dismissed the Objections to Tax Execution and recognized the nullity of the enforceable instruments underlying the Tax Execution; Motions for Clarification filed by the Union and the Company were partially granted, the Company’s Special Appeal was admitted, and the Union’s Special Appeal was denied admission; a judgment is pending regarding the Union’s Interlocutory Appeal against the decision denying admission of its Special Appeal, and the case records have been forwarded to the Superior Court of Justice (STJ) awaiting judgment; (iv) R$ 6,831 (R$ 6,636 as of December 31, 2025) relate to a proceeding involving the subsidiary Gerdau Aços Longos S.A., for which the administrative phase has concluded and which is currently pending a ruling at the trial court level regarding the Objection to Tax Execution filed by the Company (proceedings currently suspended); (v) R$ 782 (R$ 741 as of December 31, 2025) relate to a judicial proceeding involving the subsidiary Gerdau Aços Longos S.A., concerning a tax assessment upheld at the administrative level a decision was issued granting the request to terminate the Tax Enforcement proceeding following the approval of the Company's request to review the active debt registration—which resulted in the total extinguishment of the debts due to the exclusion of fines and, consequently, default interest and legal charges, pursuant to Article 25, § 9-A of Decree No. 70.235/72 in conjunction with Article 15 of Law No. 14.689/2023; the Company filed an appeal that was granted, ordering the Federal Government to pay attorney's fees; this decision was the subject of Motions for Clarification filed by both parties, which were not admitted; the admissibility review for the Special Appeals filed by both parties and the Extraordinary Appeal filed by the Federal Government is currently pending, with the Company having filed an Internal Interlocutory Appeal seeking to lift the suspension status in order to proceed with the admissibility review of the appeals that have not yet been analyzed; (vi) R$ 133,476 (R$ 129,629 as of December 31, 2025) relates to a lawsuit involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) for which the administrative proceedings have concluded; Gerdau S.A. posted advance judicial security to enable judicial dispute via Objections to Tax Enforcement, which have already been filed and are pending judgment at the trial court level; (vii) R$ 297,247 (R$ 286,671 as of December 31, 2025) relates to a lawsuit involving the subsidiary Gerdau Aços Longos S.A. concerning a tax assessment upheld at the administrative level; the Company filed an objection to the tax foreclosure proceedings (*Embargos à Execução Fiscal*), which was ruled against the Company at the first judicial instance, and we will file an appeal for a collegiate ruling by the Regional Federal Court of the 2nd Region (pending judgment); (viii) R$ 183,088 (R$ 176,793 as of December 31, 2025) relates to a lawsuit involving Gerdau S.A. (as successor to Gerdau Aços Especiais S.A.) concerning a tax assessment upheld at the administrative level; the Company filed an objection to the tax foreclosure proceedings, which is pending judgment at the first judicial instance; (ix) R$ 803,505 (R$ 775,120 as of December 31, 2025) relates to a lawsuit involving the subsidiary Gerdau Aços Longos S.A. in which, following the partial granting of the voluntary appeal and the refusal to admit the National Treasury’s special appeal, we were notified of the appellate decision and filed a special appeal that is pending admissibility review and judgment; (x) R$ 715,646 (R$ 689,134 as of December 31, 2025) relate to a proceeding involving the subsidiary Gerdau Aços Longos S.A., currently pending before the Administrative Council of Tax Appeals (CARF), in which, via a tie-breaking vote, the Voluntary Appeal filed by the Company regarding the merits was denied, while the Special Appeal filed by the National Treasury was admitted and granted, and the Special Appeal filed by the Subsidiary was partially admitted and partially granted; we are currently awaiting formal notification regarding this; (xi) R$ 196,671 (R$ 190,252 as of December 31, 2025) relate to a proceeding involving the subsidiary Gerdau Aços Longos S.A., which was severed from the proceeding mentioned in item (vi) above and is currently in the judicial collection phase, with a pending appeal against the judgment that dismissed the Company’s Objections to Tax Execution; and (xii) R$ 545,887 (R$ 528,071 as of December 31, 2025) relate to a proceeding involving the subsidiary Gerdau Aços Longos S.A., which was severed from the proceeding mentioned in item (vi) above and is currently under judicial dispute; the Federal Regional Court of the 2nd Region denied the appeals filed by the parties, partially admitted the Company’s Motion for Clarification, and did not admit the Union’s Motion for Clarification, thereby upholding the judgment in favor of the Company’s Objections to Tax Execution, with the Union’s Special and Extraordinary Appeals and the Company’s Special Appeal pending admissibility review and judgment.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 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$ 1,071,274 (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$ 1,496,194 (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.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

III) Judicial deposits

 

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

 

  June 30, 2026     December 31, 2025  
Tax     110,963       89,046  
Labor     33,796       36,149  
Civil     25,269       25,698  
      170,028       150,893  

 

NOTE 16 - RELATED-PARTY TRANSACTIONS

 

a) Operations with related parties

 

During the three-month and six-month periods ended on June 30, 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$ 23,341 and R$ 35,529, respectively (R$ 71,451 and R$ 105,205 for the three-month and six-month periods ended on June 30, 2025, respectively) and purchases in the amounts of R$ 20,834 and R$ 36,564, respectively (R$ 22,278 and 51,217 for the three-month and six-month periods ended on June 30, 2025, respectively.

 

The Company and its subsidiaries recorded revenues of R$ 226 in the three-month period ended on June 30, 2026 (R$ 224 for the three-month period ended on June 30, 2025), and R$ 429 in the six-month period ended on June 30, 2026 (R$ 447 for the six-month period ended on June 30, 2025), derived from rental agreement.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

Guarantees granted

 

Related Party   Relationship   Object   Original Amount     Maturity     Balance as of June 30, 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     45,658       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       929,867       988,391  
Gerdau Corsa S.A.P.I. de C.V.   Joint Venture   Financing Agreements     601,588       jun/28       95,289       243,023  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     75,584       dec/34       84,878       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       100,496       100,413  
UFV Barro Alto VII Geração de Energia SPE S.A.   Subsidiary   Financing Agreements     100,496       mar/35       100,496       100,580  
Gerdau Trade Inc.   Subsidiary   Financing Agreements     3,547,115       jun/35       3,364,790       3,576,560  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     50,581       mar/36       11,133       -  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     50,581       mar/36       11,133       -  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     50,581       mar/36       11,133       -  
Gerdau Aços Longos S.A. and Gerdau Açominas S.A.   Subsidiaries   Commercial Contract     50,581       mar/36       11,133       -  
Gerdau Ameristeel US Inc.   Subsidiary   Financing Agreements     103,505       oct/37       264,007       280,622  
Gerdau Aços Longos S.A.   Subsidiary   Financing Agreements     12,834       jun/38       7,698       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       2,490,167       2,646,891  

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

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

 

  For the three-month period ended     For the six-month period ended  
  June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Cost of salaries, variable compensation and benefits     9,961       9,909       19,262       19,497  
Cost of contributions to management's defined contribution pension plans     532       504       1,037       998  
Cost of long-term incentive plans     7,815       8,051       15,004       15,756  
      18,308       18,464       35,303       36,251  
Cost of social charges     5,166       4,325       9,419       8,529  

 

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$ 81,115 on June 30, 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.

 

NOTE 17 – EQUITY

 

a) Capital

 

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

 

Ownership of the shares is presented below:

 

  Shareholders
  June 30, 2026   December 31, 2025
Shareholders   Common   %   Pref.   %   Total   %   Common   %   Pref.   %   Total   %
Metalúrgica Gerdau S.A.*   702,952,615   98.0   -   -   702,952,615   35.4   702,952,615   97.9   -   -   702,952,615   35.1
Brazilian institutional investors   1,380,961   0.2   119,560,167   9.4   120,941,128   6.1   649,134   0.1   119,648,519   9.3   120,297,653   6.0
Foreign institutional investors   1,039,602   0.1   596,597,194   47.0   597,636,796   30.1   1,024,037   0.1   597,823,780   46.6   598,847,817   29.9
Other shareholders   11,637,641   1.7   530,012,459   41.9   541,650,100   27.3   12,738,033   1.8   540,307,773   42.1   553,045,806   27.7
Treasury stock   128,000   0.0   21,847,510   1.7   21,975,510   1.1   418,800   0.1   25,317,258   2.0   25,736,058   1.3
    717,138,819   100.0   1,268,017,330   100.0   1,985,156,149   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.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

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

 

    June 30, 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     (643,800 )     (15,080,000 )     (2,174,211 )     (75,751,400 )
Balance at the end of the period     717,138,819       1,268,017,330       717,782,619       1,283,097,330  
(-) Treasury stocks     (128,000 )     (21,847,510 )     (418,800 )     (25,317,258 )
Balance of shares in circulation     717,010,819       1,246,169,820       717,363,819       1,257,780,072  

 

As a result of the cancellation of 643,800 common shares (GGBR3) and 15,080,000 preferred shares (GGBR4) approved at the Board of Directors Meetings of February 23, 2026 and April 27, 2026, as presented in Note 17.b, the Company's share capital is now divided into 717,138,819 common shares and 1,268,017,330 preferred shares, all without par value, equivalent to R$ 24,347,290 (R$ 24,273,225 net of the cost of issuing shares). The corresponding amendment to Article 4 of the bylaws, to reflect the new number of shares, will be deliberated upon at an Extraordinary General Meeting to be held.

 

b) Treasury stocks

 

Changes in treasury stocks are as follows:

 

    June 30, 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     353,000       6,382       16,013,200       304,891  
Exercise of long-term incentive plan     -       -       (4,402,948 )     (38,927 )
Cancellation of treasury stocks     (643,800 )     (10,788 )     (15,080,000 )     (267,432 )
Closing balance     128,000       2,554       21,847,510       511,639  

 

      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 June 30, 2026, the Company had already acquired 353,000 common shares and 16,013,200 preferred shares, representing an amount of R$ 311,273. Additionally, between July 1, 2026, and the date of approval of this Interim Information by Management, the Company acquired 35,100 common shares and 1,020,900 preferred shares, representing an amount of R$ 22,502.

 

On February 23, 2026, the Company’s Board of Directors approved the cancellation of 418,800 common shares (GGBR3) and 7,700,000 preferred shares (GGBR4) issued by the Company, with no par value and without a reduction in share capital. On April 27, 2026, the Company’s 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 without a reduction in share capital. On August 4, 2026, the Company’s Board of Directors approved the cancellation of 163,100 common shares (GGBR3) and 6,975,000 preferred shares (GGBR4) issued by the Company, with no par value and without a reduction in share capital.

 

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

As a result of the share cancellations approved at the Board of Directors meetings detailed above, the Company’s capital is now divided into 716,975,719 common shares and 1,261,042,330 preferred shares, all with no par value. The corresponding amendment to Article 4 of the Company's bylaws, to reflect the new number of shares, is subject to resolution at a General Meeting to be convened in due course.

 

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

 

d) Retained earnings

 

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

 

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

 

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

 

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

 

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

 

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

 

Dividends and interest on capital  
Period   Nature     R$/share     Outstanding shares      Credit     Payment     2026  
1st quarter     Dividends       0.18       1,967,728       5/13/2026       6/9/2026       354,191  
Proposed Dividends                                             354,191  
Credit per share (R$)             0.18                                  

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 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  
    June 30, 2026     June 30, 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     530,158       923,632       1,453,790       305,999       550,287       856,286  
                                                 
Basic denominator                                                
Weighted-average outstanding shares, after deducting the average of treasury shares     717,101,469       1,249,321,583               718,280,394       1,291,707,060          
                                                 
Earnings per share (in R$) – Basic     0.74       0.74               0.43       0.43          

 

    For the six-month period ended on  
    June 30, 2026     June 30, 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     895,579       1,560,261       2,455,840       570,855       1,034,924       1,605,779  
                                                 
Basic denominator                                                
Weighted-average outstanding shares, after deducting the average of treasury shares     717,101,469       1,249,321,583               718,469,633       1,302,541,322          
                                                 
Earnings per share (in R$) – Basic     1.25       1.25               0.79       0.79          

 

Diluted

 

    For the three-month period ended on  
    June 30, 2026     June 30, 2025  
Diluted numerator                
Allocated net income available to Common  and Preferred shareholders                
Net income allocated to preferred shareholders     923,632       550,287  
Add:                
Adjustment to net income allocated to preferred shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of the long term incentive plan     2,400       1,255  
      926,032       551,542  
                 
Net income allocated to common shareholders     530,158       305,999  
Less:                
Adjustment to net income allocated to common shareholders in respect to the potential increase in number of preferred shares outstanding, as a result of the long term incentive plan     (2,400 )     (1,255 )
                 
      527,758       304,744  
                 
Diluted denominator                
Weighted - average number of shares outstanding                
Common Shares     717,101,469       718,280,394  
Preferred Shares                
Weighted-average number of preferred shares outstanding     1,249,321,583       1,291,707,060  
Potential increase in number of preferred shares outstanding due to the long term incentive plan     8,944,105       8,278,206  
Total     1,258,265,688       1,299,985,266  
                 
Earnings per share – Diluted (Common and Preferred Shares) - in R$     0.74       0.42  

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

    For the six-month period ended on  
    June 30, 2026     June 30, 2025  
Diluted numerator                
Allocated net income available to Common  and Preferred shareholders                
Net income allocated to preferred shareholders     1,560,261       1,034,924  
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     4,426       2,597  
      1,564,687       1,037,521  
                 
Net income allocated to common shareholders     895,579       570,855  
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     (4,426 )     (2,597 )
                 
      891,153       568,258  
                 
Diluted denominator                
Weighted - average number of shares outstanding                
Common Shares     717,101,469       718,469,633  
Preferred Shares                
Weighted-average number of preferred shares outstanding     1,249,321,583       1,302,541,322  
Potential increase in number of preferred shares outstanding due to the long term incentive plan     9,765,514       9,233,325  
Total     1,259,087,097       1,311,774,647  
                 
Earnings per share – Diluted (Common and Preferred Shares) - in R$     1.24       0.79  

 

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     6,704,472  
Forfeited     (1,165,951 )
Exercised     (5,111,568 )
Balance as of June 30, 2026     17,400,812  

 

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 June 30, 2026, was R$ 35,417 (R$ 41,330 for the three-month period ended on June 30, 2025) and in the six-month period ended on June 30, 2026 was R$ 75,022 (R$ 82,232 for the six-month period ended on June 30, 2025).

 

As presented in Note 17, the Company holds preferred shares in treasury stocks, which may be used to meet these plans.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

NOTE 20 – EXPENSES BY NATURE

 

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

 

    For the three-month periods ended     For the six-month periods ended  
    June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Depreciation and amortization     (920,775 )     (936,543 )     (1,823,169 )     (1,810,379 )
Labor expenses     (2,281,321 )     (2,310,889 )     (4,565,702 )     (4,567,284 )
Raw material and consumption material     (10,576,043 )     (11,091,659 )     (20,704,951 )     (22,233,351 )
Freight     (1,263,306 )     (1,156,112 )     (2,369,417 )     (2,312,972 )
Other income     30,774       77,346       87,512       101,721  
Other expenses     (582,232 )     (648,999 )     (1,180,945 )     (1,243,291 )
      (15,592,903 )     (16,066,856 )     (30,556,672 )     (32,065,556 )
                                 
Classified as:                                
Cost of sales     (15,041,444 )     (15,495,203 )     (29,463,238 )     (30,923,986 )
Selling expenses     (189,195 )     (205,407 )     (374,758 )     (399,319 )
General and administrative expenses     (328,059 )     (351,505 )     (664,371 )     (700,463 )
Other operating income     30,774       77,346       87,512       101,721  
Other operating expenses     (47,661 )     (89,456 )     (96,086 )     (136,930 )
Impairment of financial assets     (17,318 )     (2,631 )     (45,731 )     (6,579 )
      (15,592,903 )     (16,066,856 )     (30,556,672 )     (32,065,556 )

 

NOTE 21 – FINANCIAL INCOME

 

    For the three-month periods ended     For the six-month periods ended  
    June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Income from short-term investments     46,708       64,383       104,197       123,588  
Interest income and other financial incomes     65,625       76,383       134,017       171,260  
Financial income total     112,333       140,766       238,214       294,848  
                                 
Interest on debts     (269,107 )     (314,436 )     (551,371 )     (573,375 )
Monetary variation and other financial expenses     (183,598 )     (142,203 )     (344,125 )     (319,913 )
Financial expenses total     (452,705 )     (456,639 )     (895,496 )     (893,288 )
                                 
Hyperinflation adjustments in Argentina     (55,401 )     (60,277 )     (121,249 )     (129,699 )
Other exchange variations     86,180       88,351       167,416       164,014  
Exchange variations, net     30,779       28,074       46,167       34,315  
                                 
Buyback of bonds     -       (39,646 )     -       (39,646 )
Gains and Losses on derivatives, net     1,854       (7,294 )     (17,121 )     (38,856 )
Financial result, net     (307,739 )     (334,739 )     (628,236 )     (642,627 )

 

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:

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

· Brazil Segment: includes the long, flat and special steel operations and the iron ore operation located in Brazil 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
    June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025
Net sales   6,685,729   7,316,603   10,126,084   9,139,026   1,279,042   1,331,189   (220,223)   (261,068)   17,870,632   17,525,750
Cost of sales   (6,356,498)   (6,794,331)   (7,797,952)   (7,744,464)   (1,107,970)   (1,219,042)   220,976   262,634   (15,041,444)   (15,495,203)
Gross profit   329,231   522,272   2,328,132   1,394,562   171,072   112,147   753   1,566   2,829,188   2,030,547
Selling, general and administrative expenses   (221,426)   (255,018)   (181,357)   (203,979)   (42,610)   (42,003)   (71,861)   (55,912)   (517,254)   (556,912)
Other operating income (expenses)   (24,758)   (2,344)    14,719   31,325   1,925   782   (8,773)   (41,873)   (16,887)   (12,110)
Depreciation and amortization   573,601   545,917   272,643   316,785   74,531   78,192   -   (4,351)   920,775   936,543
Adjusted EBITDA proportional to joint ventures and associate companies*   48,323   66,424   165,700   96,603   -   -   -   -   214,023   163,027
Adjusted EBITDA   704,971   877,251   2,599,837   1,635,296   204,918   149,118   (79,881)   (100,570)   3,429,845   2,561,095
                                         
*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   19,829   44,274   123,545   56,996   -   -   -   -   143,374   101,270
Depreciation and amortization proportional to joint ventures and associate companies   28,494   22,150    42,155   39,607   -   -   -   -   70,649   61,757
Adjusted EBITDA proportional to joint ventures and associate companies   48,323   66,424   165,700   96,603   -   -   -   -   214,023   163,027
                                         
Supplemental information:                                        
Net sales between segments   220,223   261,068    -   -   -   -   -   -   220,223   261,068

 

Information by business segment:

 

    For the six-month periods ended
    Brazil Segment   North America Segment   South America Segment   Eliminations and Adjustments   Consolidated
    June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025   June 30, 2026   June 30, 2025
Net sales   12,956,836   14,810,821   19,475,558   17,907,219   2,675,045   2,696,697   (521,146)   (513,651)   34,586,293   34,901,086
Cost of sales   (12,409,562)   (13,493,414)   (15,227,488)   (15,517,701)   (2,349,220)   (2,424,828)   523,032   511,957   (29,463,238)   (30,923,986)
Gross profit   547,274   1,317,407   4,248,070   2,389,518   325,825   271,869   1,886   (1,694)   5,123,055   3,977,100
Selling, general and administrative expenses   (443,899)   (480,806)   (369,232)   (416,907)   (85,062)   (87,359)   (140,936)   (114,710)   (1,039,129)   (1,099,782)
Other operating income (expenses)   (41,011)   (7,276)   25,961   31,263   4,735   5,230   1,741   (64,426)   (8,574)   (35,209)
Depreciation and amortization   1,123,904   1,035,283   554,251   627,240   145,014   147,856   -   -   1,823,169   1,810,379
Adjusted EBITDA proportional to joint ventures and associate companies*   96,429   108,625   392,933   201,902   -   -   -   -   489,362   310,527
Adjusted EBITDA   1,282,697   1,973,233   4,851,983   2,833,016   390,512   337,596   (137,309)   (180,830)   6,387,883   4,963,015
                                         
*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   40,834   65,438   307,477   123,091   -   -   -   -   348,311   188,529
Depreciation and amortization proportional to joint ventures and associate companies   55,595   43,187   85,456   78,811   -   -   -   -   141,051   121,998
Adjusted EBITDA proportional to joint ventures and associate companies   96,429   108,625   392,933   201,902   -   -   -   -   489,362   310,527
                                         
Supplemental information:                                        
Net sales between segments   521,146   513,651   -   -   -   -   -   -   521,146   513,651

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

    June 30,
2026
  December 31,
2025
  June 30,
2026
  December 31,
2025
  June 30,
2026
  December 31,
2025
  June 30,
2026
  December 31,
2025
  June 30,
2026
  December 31,
2025
Investments in associates and joint ventures   946,724   1,029,852   2,754,082   2,914,622   -   -   -   -   3,700,806   3,944,474
Total assets   36,327,171   35,798,486   35,137,748   35,468,282   4,763,384   4,943,445   5,744,410   5,477,962   81,972,713   81,688,175
Total liabilities   6,449,490   6,016,546   3,813,679   3,674,907   1,269,326   1,209,590   16,705,470   16,988,643   28,237,965   27,889,686

 

    For the three-month periods ended     For the six-month periods ended  
Reconciliation of income before taxes to adjusted EBITDA for the year.   June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Income before taxes     2,024,622       1,150,598       3,538,080       2,228,616  
Financial result, net     307,739       334,739       628,236       642,627  
Income before financial result and taxes     2,332,361       1,485,337       4,166,316       2,871,243  
Depreciation and amortization     920,775       936,543       1,823,169       1,810,379  
Impairment of financial assets     17,318       2,631       45,731       6,579  
Equity in earnings of unconsolidated companies     (54,632 )     (26,443 )     (136,695 )     (35,713 )
Operational income (Loss) before financial income (expenses) and taxes proportional to Joint Ventures and associate companies     143,374       101,270       348,311       188,529  
Depreciation and amortization proportional to joint ventures and associate companies     70,649       61,757       141,051       121,998  
Adjusted EBITDA     3,429,845       2,561,095       6,387,883       4,963,015  

 

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 Interim 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.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

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

 

Information by geographic area:

 

    For the three-month periods ended  
    Brazil     North America     South America (1)     Consolidated  
    June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Net sales     6,465,506       7,055,535       10,126,084       9,139,026       1,279,042       1,331,189       17,870,632       17,525,750  

 

Information by geographic area:

 

    For the six-month periods ended  
    Brazil     North America     South America (1)     Consolidated  
    June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025     June 30, 2026     June 30, 2025  
Net sales     12,435,690       14,297,170       19,475,558       17,907,219       2,675,045       2,696,697       34,586,293       34,901,086  

 

    June 30, 2026     December 31, 2025     June 30, 2026     December 31, 2025     June 30, 2026     December 31, 2025     June 30, 2026     December 31, 2025  
Non-current assets (2)     25,390,602       24,280,744       22,420,102       24,042,986       2,123,526       2,188,056       49,934,230       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.

 

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.

 

 

 

 

GERDAU S.A.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

as of June 30, 2026

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

(Unaudited)

 

 

The Company concluded that there are no indications that demand the performance of the impairment test of goodwill and other long-lived assets for the period ended on June 30, 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 August 3, 2026, the Executive Board made a proposal regarding the advance payment of the minimum mandatory dividend stipulated in the Bylaws for the current fiscal year—to be paid as dividends calculated and credited based on shareholdings as of August 19, 2026, in the amount of R$ 451.3 million (R$ 0.23 per common and preferred share) with payment scheduled for September 11, 2026—which was submitted to and approved by the Board of Directors on August 4, 2026.

 

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