6-K
Gerdau S.A. (GGB)
U.S. SECURITIESAND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGNPRIVATE ISSUER
PURSUANT TO RULE13a-16 OR 15d-16 UNDER THE
SECURITIESEXCHANGE ACT OF 1934
Dated February 20, 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
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: February 20, 2025
| GERDAU<br> S.A. | |
|---|---|
| By: | /s/ Rafael Dorneles Japur |
| Name: | Rafael Dorneles Japur |
| Title: | Executive Vice President |
| Investor Relations Director |
Exhibit 99.1
| GERDAU S.A. | METALÚRGICA GERDAU S.A. |
|---|---|
| Corporate Tax ID (CNPJ/MF):<br> 33.611.500/0001-19 | Corporate Tax ID (CNPJ/MF):<br> 92.690.783/0001-09 |
| Company Registry (NIRE):<br> 35300520696 | Company Registry (NIRE):<br> 35300520751 |
NOTICE TO THE MARKET
Change in reportable segments starting from the 2025 fiscal year
Gerdau S.A. (B3: GGBR / NYSE: GGB) and Metalúrgica Gerdau S.A. (B3: GOAU) (together "Companies") inform their shareholders and the market in general that, from the results of the first quarter 2025, the Companies will disclose the information and results of their Segments as follows:
| · | Brazil Segment: includes the operations of long, flat, special steels and the iron ore operation<br> located in Brazil; |
|---|---|
| · | North America Segment: includes the operations of long and special steels located in Canada,<br> United States and the jointly controlled entity located in Mexico; |
| · | South America Segment: includes operations in Argentina, Peru, and Uruguay. |
With these changes, the information and results of the former Special Steels Segment, which included the special steels operations located in Brazil and the United States, will be disclosed together with the other operations, according to their geographical location, as Brazil Segment and North America Segment, respectively.
This new format for disclosing information and results is aligned with recent changes in the global steel industry scenario, which have led to an increasing regionalization of markets, business dynamics, and local currencies of these operations, enhancing the presentation of Gerdau’s results in Brazil and North America, the main regions of its operations. More information, including proforma results in this new format, can be accessed through the Companies’ IR website: https://ri.gerdau.com/, under the “Modeling Guide” tabs.
São Paulo, February 19, 2025.
Rafael Dorneles Japur
Vice-President and
Investor Relations Officer
Exhibit 99.2
| GERDAU S.A. | METALÚRGICA GERDAU S.A. |
|---|---|
| Tax ID (CNPJ/ME) 33.611.500/0001-19 | Tax ID (CNPJ/ME) 92.690.783/0001-09 |
| Registry (NIRE): 35300520696 | Registry (NIRE): 35300520751 |
NOTICE TO SHAREHOLDERS
PAYMENT OF DIVIDENDS
We would like to inform our Shareholders that Gerdau S.A. (B3: GGBR / NYSE: GGB) and Metalúrgica Gerdau S.A. (B3: GOAU) (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 2024. The amount will be paid according to the dates listed bellow:
| Company | RecordDate | Ex-DividendDate | Payment <br><br>Date | Value per Share Common and Preferred Dividends |
|---|---|---|---|---|
| METALÚRGICA<br><br> <br>GERDAU S.A. | 03/05/2025 | 03/06/2025 | 03/17/2025 | R$0.05 |
| GERDAU S.A. | 03/05/2025 | 03/06/2025 | 03/14/2025 | R$ 0.10 |
| GERDAU S.A. (ADR) | 03/07/2025 | 03/07/2025 | 03/21/2025 | R$ 0.10 |
The payments will be made by the share depository institution, Itaú Corretora de Valores S.A., through automatic credit for those shareholders who have provided their CPF/CNPJ registration number (Tax ID) and respective bank account. Such information must be provided through Investfone – Shareholder Service Center. The processing of the respective credit will occur from the 3rd business day after the update of the registration data.
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).
Additional information can be obtained at Investfone – Shareholder Service Center through the following phone numbers: Capital and metropolitan regions: 3003-9285 | Other regions: 0800-720-9285 – on business days, from 09:00 am to 06:00 pm.
São Paulo, February 19, 2025.
Rafael Dorneles Japur
Vice President and
Investor Relations Officer
Exhibit 99.3
| GERDAU S.A. | METALÚRGICA GERDAU S.A. |
|---|---|
| Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19 | Corporate Tax ID (CNPJ/MF): 92.690.783/0001-09 |
| Company Registry (NIRE): 35300520696 | Company Registry (NIRE): 35300520751 |
MATERIAL FACT
CAPEX Investment Plan
Gerdau S.A. (B3: GGBR / NYSE: GGB) and Metalúrgica Gerdau S.A. (B3: GOAU) (together "Companies") inform their shareholders and the market in general about management's prospects for their CAPEX investment plan for the year 2025.
On February 19, 2025, the Board of Directors of Gerdau S.A. approved its CAPEX ^1^ investment plan for the current year, amounting to R$6.0 billion. This amount refers to Maintenance and Competitiveness CAPEX projects.
| i. | Maintenance projects are associated with extending the useful life and operational improvements of equipment<br>to ensure optimal industrial units’ performance. |
|---|---|
| ii. | Competitiveness projects ^2^ are related to production growth, increase profitability<br>and industrial units’ modernization, based on bolstering sustainability practices, as well as the sustainable and economic development<br>of the business. |
| --- | --- |
Out of total estimate for 2025, approximately R$1.6 billion are investments with environmental returns (expansion of forest assets, upgrading and enhancing environmental controls, reducing greenhouse gas emissions, and technological improvements) and projects aiming our employees’ safety.
The Companies reiterate that the execution of the CAPEX investment plan mentioned above will be contingent upon prevailing market conditions and the economic scenario of the countries in which they operate, as well as the sectors in which they are engaged. Any change in perception or in the factors described above may cause the actual results to differ from the projections presented here. The information disclosed in this document represents mere estimates and hypothetical data that in no way constitute a promise of performance.
São Paulo, February 19, 2025.
Rafael Dorneles Japur
Vice-President and
Investor Relations Officer
^1^ The CAPEX plan does not include contributions made by Gerdau Next to other companies since, in accordance with international accounting standards (IFRS), only subsidiaries are consolidated in the Company's financial statements.
^^
^2^ Competitiveness investments include Strategic CAPEX, as well as other investments for Gerdau's business divisions.