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 April 27, 2026
Commission File Number 1-14878
GERDAU S.A.
(Translation of Registrant’s Name into English)
Av. Dra. Ruth Cardoso, 8,501 – 8° andar
São Paulo, São Paulo - Brazil CEP 05425-070
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | 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: April 27, 2026
| GERDAU S.A. | |
|---|---|
| By: | /s/ Rafael Dorneles Japur |
| Name: | Rafael Dorneles Japur |
| Title: | Vice-President and Investor Relations Officer |
Exhibit 99.1
| GERDAU S.A.<br><br> <br>Tax ID (CNPJ/ME) 33.611.500/0001-19<br><br> <br>Registry (NIRE): 35300520696 | METALÚRGICA GERDAU S.A.<br><br> <br>Tax ID (CNPJ/ME) 92.690.783/0001-09<br><br> <br>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<br> <br>Date | Payment<br> <br>Date | Value per Share<br> <br>Common and Preferred Dividends | |
|---|---|---|---|---|---|
| METALÚRGICA GERDAU S.A. | 05/13/2026 | 05/14/2026 | 06/10/2026 | R$ | 0.08 |
| GERDAU S.A. | 05/13/2026 | 05/14/2026 | 06/09/2026 | R$ | 0.18 |
| GERDAU S.A. (ADR) | 05/15/2026 | 05/15/2026 | 06/16/2026 | R$ | 0.18 |
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 [email protected].
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, April 27, 2026.
Rafael Dorneles Japur
Vice President and Investor Relations Officer
Exhibit 99.2
**GERDAUS.A.**Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19****Registry (NIRE): 35300520696
MATERIAL FACT
GERDAUS.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 225,000 common shares (GGBR3) and 7,380,000 preferred shares (GGBR4) issued by the Company, with no par value and no reduction in the amount of capital.
As a result of this cancellation, the Company's capital is now divided into 717,138,819 common shares and 1,268,017,330 preferred shares, with no par value. The respective amendment to article 4 of the Bylaws, to reflect the new number of shares, shall be resolved at a Shareholders' Meeting to be called in due course.
Management emphasizes that the current share buyback plan, as disclosed via Material Fact on February 23, 2026, remains in effect.
São Paulo, April 27, 2026.
Rafael Dorneles Japur
Vice-President and Investor Relations Officer