ゲルダウADRの適時開示

6-K 1 tm2621830d4_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		Notice to Shareholders – Payment of Dividends
99.2		Material Fact – Cancellation of Shares

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:	Vice-President and Investor Relations Officer

EX-99.1 2 tm2621830d4_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

GERDAU S.A.

Tax ID (CNPJ/ME) 33.611.500/0001-19

Registry (NIRE): 35300520696

METALÚRGICA GERDAU S.A.

Tax ID (CNPJ/ME) 92.690.783/0001-09

Registry (NIRE): 35300520751

NOTICE TO SHAREHOLDERS

PAYMENT OF DIVIDENDS

We would like to inform our Shareholders that Gerdau S.A. and Metalúrgica Gerdau S.A. (collectively, the “Companies”) Boards of Directors approved, on this date, the payment of Dividends as an anticipation of the minimum payment for the current fiscal year of 2026. The amount will be paid according to the dates listed bellow:

Company	Record Date	Ex-Dividend Date	Payment Date		Value per Share Common and Preferred Dividends
METALÚRGICA GERDAU S.A.	08/19/2026	08/20/2026	09/14/2026	R$	0.11
GERDAU S.A.	08/19/2026	08/20/2026	09/11/2026	R$	0.23
GERDAU S.A. (ADR)	08/21/2026	08/21/2026	09/18/2026	R$	0.23

The payments will be made by the share depository institution, BTG Pactual Serviços Financeiros S/A DTVM, through automatic credit for those shareholders who have provided their CPF/CNPJ registration number (Tax ID) and respective bank account. Additional information can be obtained through escrituracao.acao@btgpactual.com.

The dividends not claimed within a period of 3 (three) years, counting from the date they were made available to the shareholders, will prescribe and revert in favor of the Companies (Brazilian law 6.404/76, article 287, section II, item a).

São Paulo, August 4, 2026.

Rafael Dorneles Japur

Vice President and

Investor Relations Officer

EX-99.2 3 tm2621830d4_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

GERDAU S.A.
Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19
Registry (NIRE): 35300520696

MATERIAL FACT

GERDAU S.A. (B3: GGBR / NYSE: GGB) (“Company”), pursuant to paragraph 4 of article 157 of Federal Law 6.404/76 and on terms of Resolution 44 issued by the Securities and Exchange Commission of Brazil (CVM) on August 23, 2022, informs its shareholders and the market in general that the Board of Directors, at a meeting held on this date, 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 no reduction in the amount of capital.

As a result of this cancellation, the Company's capital is now divided into 716,975,719 common shares and 1,261,042,330 preferred shares, with no par value. The respective amendment to article 4 of the Bylaws, to reflect the new number of shares, shall be resolved at a Shareholders' Meeting to be called in due course.

Management emphasizes that the current share buyback plan, as disclosed via Material Fact on February 23, 2026, remains in effect.

São Paulo, August 4, 2026.

Rafael Dorneles Japur

Vice-President and Investor Relations Officer