6-K
Gerdau S.A. (GGB)
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
SECURITIESEXCHANGE ACT OF 1934
Dated January 21, 2025
Commission File Number 1-14878
GERDAU S.A.
(Translation of Registrant’s Name into English)
Av. Dra. Ruth Cardoso, 8,501 – 8° andar
São Paulo, São Paulo - Brazil CEP 05425-070
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
|---|
Exhibit Index
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Material Fact, January 20, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 21, 2025
| GERDAU<br> S.A. | |
|---|---|
| By: | /s/<br> Rafael Dorneles Japur |
| Name: | Rafael<br> Dorneles Japur |
| Title: | Executive<br> Vice President |
| Investor<br> Relations Director |
Exhibit 99.1
GERDAUS.A.
Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19
Registry (NIRE): 35300520696
MATERIALFACT
GERDAUS.A. (B3: GGBR / NYSE: GGB) ("Company") informs its shareholders and the market in general that the share buyback program issued by the Company ("2024 Buyback Program"), disclosed by Material Fact on July 31, 2024, was concludedon this date.
During the period of the buyback, 1,767,911 common shares (GGBR3) were acquired at an average price of R$ 17.78per share and 68,000,000preferred shares (GGBR4) at an average price of R$ 18.89per share, corresponding to 100% of the Buyback Program.
The Company informs that the Board of Directors, at a meeting held on this date, approved the cancellation of 1,093,011 common shares (GGBR3) and 25,000,000 preferred shares (GGBR4) issued by the Company, with no par value and no reduction in the value of the capital stock. As a result of this cancellation of shares, the Company's capital stock is now divided into 718,863,819 common shares and 1,333,848,730 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.
In addition, the Board of Directors approved a new share buyback program issued by the Company ("2025 Buyback Program"), as detailed below:
ProgramObjectives: (i) maximize value creation for shareholders in the long term through efficient management of its capital structure meeting the needs of the long-term incentive programs of the Company and its subsidiaries; (ii) maintain shares in treasury; (iii) cancellation; or (iv) subsequently sell the shares in the market.
Numberof shares to be acquired: up to 63,000,000 preferred shares, representing approximately 5% of the outstanding preferred shares (GGBR4) and/or preferred shares (GGB)-backed ADRs and up to 1,500,000 common shares, representing approximately 10% of the outstanding common shares (GGBR3).
Acquisitionperiod: from January 22, 2025, with a maximum duration of 12 (twelve) months, that is, until January 22, 2026, inclusive.
Further information on the 2025 Buyback Program, as required by Annex G of CVM Resolution 80, of March 29, 2022, can be found attached to the minutes of the Board of Directors Meeting, which is available on the CVM (https://www.gov.br/cvm/pt-br) and of B3 (https://www.b3.com.br/pt_br/).
São Paulo, January 20, 2025.
RafaelDorneles Japur
Vice-Presidentand Investor Relations Officer