6-K

FORM 6-K

**U.S.**SECURITIES AND EXCHANGE COMMISSION

Washington**,D.C. 20549**

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIESEXCHANGE ACT OF 1934

Dated November 16, 2022

Commission File Number 1-14878

GERDAU S.A.

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant’s Name)

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.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 16, 2022

EXHIBIT INDEX

Exhibit 99.1

GERDAU S.A.

CNPJ No. 33.611.500/0001-19

NIRE 35300520696

Publicly Traded Company

MINUTES OF THE MEETING OF THE EXECUTIVE BOARDHELD AT THE HEADQUARTERS, AT AVENIDA DOUTORA RUTH CARDOSO, 8501, 8º ANDAR, CONJUNTO 2, PINHEIROS, SÃO PAULO, SP, BRAZIL, AT4:30 PM, ON NOVEMBER 7, 2022.

1. The meeting was attended by all members of the Executive Board of Gerdau S.A. (“Company”), chaired by Gustavo Werneck da Cunha, Managing Director, with Daniela Derzi Barretto acting as secretary.

2. The Executive Board, unanimously, pursuant to the provisions of the relevant legislation and the Bylaws, decided to present the proposal to the Board of Directors relating to the credit on 11/21/2022 and payment to shareholders, as from 12/14/2022, of (i) interest on equity calculated at a rate of forty-two centavos (R$0.42) per share, common and preferred, and (ii) dividends calculated at a rate of one Brazilian real and seventy-three centavos (R$1.73) per share, common and preferred, registered in the records of the Depository Institution of the Company’s Shares, on the credit date. Considering the outstanding shares on the present date, the payment of (i) interest on equity represents the amount of six hundred and ninety-eight million, six hundred and ninety-three thousand, nine hundred and forty-eight seven Brazilian reais and sixty-two centavos (R$698,693,947.62), and that of (ii) dividends represent the amount of two billion, eight hundred and seventy-seven million, nine hundred and fifty-three thousand, six hundred and forty-one Brazilian reais and forty centavos (R$2,877,953,641.40) and constitute the anticipation of the minimum mandatory dividend stipulated in the Bylaws, referring to the current fiscal year.

3. Without further ado, the meeting was adjourned. Signatures: Board: Gustavo Werneck da Cunha (Chairman) and Daniela Derzi Barretto (Secretary). Directors: Gustavo Werneck da Cunha (Managing Director), Rafael Dorneles Japur, Marcos Eduardo Faraco Wahrhaftig, Fernando Pessanha Santos, Rubens Fernandes Pereira (Deputy Managing Directors), Cesar Obino da Rosa Peres, Fábio Eduardo de Pieri Spina, Fladimir Batista Lopes Gauto , Hermenio Pinto Gonçalves, Mauro de Paula, and Wendel Gomes da Silva (Directors).

Declaration

I hereby declare that this is a true copy of the minutes transcribed in the relevant book.

São Paulo, November 7, 2022

Daniela Derzi Barretto

Secretary

Exhibit 99.2

GERDAU S.A.

CNPJ No. 33.611.500/0001-19

NIRE 35300520696

Publicly Traded Company

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORSHELD AT THE HEADQUARTERS, AT AVENIDA DOUTORA RUTH CARDOSO, 8501, 8º ANDAR, CONJUNTO 2, PINHEIROS, SÃO PAULO, SP, BRAZIL, AT9:40 AM, on NOVEMBER 8, 2022.

1. The meeting was attended by all the members of the Board of Directors, pursuant to the Internal Regulations, as well as the Supervisory Board, chaired by Guilherme Chagas Gerdau Johannpeter, with Fábio Eduardo de Pieri Spina acting as secretary.

2. The Board, pursuant to § 8 of Article 19 and Article 6, § 5, item “w” of the Bylaws, unanimously decided to approve the proposal of the Executive Board, dated 11/7/2022, relating to the credit on 11/21/2022 and payment to shareholders, as from 12/14/2022, of (i) interest on equity calculated at a rate of forty-two centavos (R$0.42) per share, common and preferred, and (ii) dividends calculated at a rate of one Brazilian real and seventy-three centavos (R$1.73) per share, common and preferred, registered in the records of the Depository Institution of the Company’s Shares, on the credit date. Considering the outstanding shares on the present date, the payment of (i) interest on equity represents the amount of six hundred and ninety-eight million, six hundred and ninety-three thousand, nine hundred and forty-eight seven Brazilian reais and sixty-two centavos (R$698,693,947.62), and that of (ii) dividends represent the amount of two billion, eight hundred and seventy-seven million, nine hundred and fifty-three thousand, six hundred and forty-one Brazilian reais and forty centavos (R$2,877,953,641.40) and constitute the anticipation of the minimum mandatory dividend stipulated in the Bylaws, referring to the current fiscal year. The amounts of interest on equity will be paid with withholding income tax at source, in accordance with current legislation, with the exception of corporate shareholders who are exempt from withholding income tax at source and who prove this condition by 11/23/2022.

3. The Board of Directors, after discussing the matter, pursuant to the Company’s Bylaws and CVM Resolution No. 77, of March 29, 2022, unanimously approved the cancellation of 1,697,538 common shares and 44,564,000 preferred shares, all without par value, issued by the Company, without reducing the value of the capital stock. As a result of the cancellation of shares herein approved, the Company’s capital stock is now divided into 571,929,945 common shares and 1,101,467,245 preferred shares, all without par value. The respective amendment to Article 4 of the Company’s Bylaws to reflect the cancellation of shares will be resolved at a general meeting to be convened in due course. The Company’s managers are hereby authorized to take all the necessary measures to implement the resolution herein approved.

4. Without further ado, the meeting was adjourned. Signatures: Board: Guilherme Chagas Gerdau Johannpeter (Chairman) and Fábio Eduardo de Pieri Spina (Secretary). Directors: Guilherme Chagas Gerdau Johannpeter (Chairman), André Bier Gerdau Johannpeter (Deputy Chairman), Claudio Johannpeter (Deputy Chairman), Gustavo Werneck da Cunha, Claudia Sender Ramirez, Augusto Braúna Pinheiro, and Alberto Fernandes (Directors).

Declaration

I hereby declare that this is a true copy of the minutes transcribed in the relevant book.

São Paulo, November 8, 2022

Fábio Eduardo de Pieri Spina

Secretary