6-K

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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 August 4, 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.

Form 20-F    X            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.

Yes No    X

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:  August 4, 2022

GERDAU S.A.
By:	/s/ Rafael Dorneles Japur
Name:	Rafael Dorneles Japur
Title:	Executive Vice President
	Investor Relations Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	GERDAU S.A. Quarterly Results 2Q22
99.2	Notice to Shareholders, August 3, 2022

Exhibit 99.1

CONSOLIDATED RESULTS

OPERATIONAL PERFORMANCE

PRODUCTION & SHIPMENTS

CONSOLIDATED	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Volumes (1,000 tonnes)
Production<br> of crude steel	3,429	3,406	0.7%	3,448	-0.6%	6,835	6,599	3.6%
Shipments<br> of steel	3,245	3,055	6.2%	3,216	0.9%	6,300	6,304	-0.1%

In the quarter, crude steel production remained in line with 1Q22 and 2Q21, and in the first half, steel production was 4% higher than in the same period last year. As a result, the production capacity utilization rate stood at 83%.

Steel shipments increased 6% in relation to 1Q22, attesting to the resilience of the construction and industrial sectors and to the gradual recovery in the automotive sector.

SALESSEGMENTATION PER BD

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FINANCIAL PERFORMANCE

NET SALES

In 2Q22, net sales came to R$ 23.0 billion, increasing 13% from 1Q22 and 20% from 2Q21, explained by the higher shipments and rebalancing of sales prices in the period.

The result was mainly driven by the performance of the distribution and construction sectors in the U.S. market, the manufacturing and construction sectors in Brazil, and the results of the special steel operations.

GROSS PROFIT

The higher costs of the main raw materials used by the Company led costs of goods sold in 2Q22 increased by 24% compared to 2Q21 and by 13% in relation to 1Q22. Compared to 1Q22, the highlights were the increases of 15% in coal cost, 6% in iron ore cost and 11% in pig iron consumed cost. The consumed scrap cost also increased, by around 16% in the period, especially in Brazil.

In this context, gross profit reached R$ 5.9 billion in 2Q22, increasing 14% from 1Q22 and 9% from 2Q21. Gross margin remained in line with 1Q22 and contracted 2.6 p.p. in relation to 2Q21.

CONSOLIDATED	1Q22	∆	2Q21	∆	6M22	6M21	∆
Results<br> (R million)
Net<br> Sales	20,330	13.0%	19.,130	20.1%	43,299	35,473	22.1%
Cost<br> of Goods Sold	(15,149)	12.6%	(13,716)	24.4%	(32,214)	(26,262)	22.7%
Gross<br> Profit	5,181	14.0%	5,414	9.0%	11,085	9,211	20.3%
Gross<br> Margin	25.5%	0.2p.p	28.3%	-2.6p.p	25.6%	26.0%	-0.4p.p

All values are in US Dollars.

SELLING, GENERAL & ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses amounted to R$ 516 million in the quarter, representing increases of 4% compared to 1Q22 and 8% in relation to 2Q21. As a ratio of net sales in the periods, these expenses decreased 0.2 p.p. in both comparisons, reflecting Gerdau’s ongoing efficiency gains and strategy to become one of the most profitable and efficient companies in the steel chain.

CONSOLIDATED	1Q22	∆	2Q21	∆	6M22	6M21	∆
Results<br> (R million)
SG&A	(494)	4.4%	(476)	8.3%	(1.010)	(946)	6.8%
Selling<br> expenses	(168)	6.1%	(168)	6.1%	(346)	(324)	6.8%
General<br> and admininstrative expenses	(326)	3.5%	(308)	9.6%	(664)	(622)	6.8%
%SG&A/Net<br> Sales	2.4%	-0.2p.p	2.5%	-0.2p.p	2.3%	2.7%	-0.3p.p

All values are in US Dollars.

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EBITDA & EBITDA MARGIN

BREAKDOWN OF CONSOLIDATED EBITDA (R$ million)	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Net<br> income	4,298	2,940	46.2%	3,934	9.3%	7,239	6,405	13.0%
Net<br> financial result	361	503	-28.3%	(58)	-	864	213	305.9%
Provision<br> for income and social contribution taxes	1,131	1,570	-27.9%	1,686	-32.9%	2,701	2,503	7.9%
Depreciation<br> and amortization	701	659	6.4%	630	11.2%	1,360	1,279	6.3%
EBITDA - Instruction CVM¹	6,492	5,672	14.4%	6,193	4.8%	12,164	10,400	17.0%
Equity<br> in earnings of unconsolidated companies	(387)	(309)	25.4%	(237)	63.5%	(695)	(386)	80.1%
Proportional<br> EBITDA of associated companies and jointly controlled entities	573	464	23.5%	334	71.4%	1,037	589	76.1%
Losses<br> due to non-recoverability of financial assets	2	(1)	-	0	1483.7%	1	5	-73.0%
Non<br> recurring items	-	-	-	(393)	-	-	(393)	-
Credit<br> recovery / Provisions	-	-	-	(393)	-	-	(393)	-
Adjusted EBITDA²	6,680	5,827	14.6%	5,897	13.3%	12,507	10,215	22.4%
Adjusted EBITDA Margin	29.1%	28.7%	0.4 p.p	30.8%	-1.7 p.p	28.9%	28.8%	0.1 p.p
CONCILIATION OF CONSOLIDATED EBITDA (R$ million)	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
EBITDA<br> - Instruction CVM¹	6,492	5,672	14.4%	6,193	4.8%	12,164	10,400	17.0%
Depreciation<br> and amortization	(701)	(659)	6.4%	(630)	11.2%	(1,360)	(1,279)	6.3%
OPERATING INCOME BEFORE FINANCIAL RESULT AND TAXES**^2^**	5,791	5,014	15.5%	5,563	4.1%	10,804	9,121	18.5%

1

• Non-accounting measure calculated in accordance with CVM Instruction 527, in effect on the Quarterly Information reporting date.

2 - Non-accounting measure calculated by the Company.

In 2Q22, adjusted EBITDA was R$ 6.7 billion, with adjusted EBITDA margin of 29.1%, expanding 0.4 p.p. on the prior quarter. This increase in profitability is a direct result of the current stage of demand and prices in the steel industry, the latter as a reflection of the higher costs, added to the capacity of the teams to capture market opportunities.

In relation to 1Q21, the highlight was the larger contribution by the North America BD supported by the stronger metals spread in the United States.

EBITDAPER BD - 2Q22

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ADJUSTEDEBITDA (R$ million) & ADJUSTED EBITDA MARGIN (%)

FINANCIALINCOME

CONSOLIDATED (R$ million)	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Financial Result	(361)	(503)	-28.3%	58	-	(864)	(213)	305.9%
Financial<br> income	141	89	58.4%	50	182.4%	229	106	116.4%
Financial<br> expenses	(400)	(361)	10.7%	(344)	16.3%	(761)	(658)	15.7%
Exchange<br> variation ^(1)^	151	(122)	-	5	-	30	39	-24.0%
Exchange<br> variation (other currencies)	(198)	(120)	65.0%	(120)	65.0%	(318)	(166)	91.6%
Tax<br> credit update	-	-	-	463	-	-	463	-
Bond<br> repurchase expenses	(51)	-	-	-	-	(51)	-	-
Gains<br> (losses) on financial instruments, net	(4)	11	-	5	-	7	4	71.8%

(1) Includes portion of net investment hedge.

(2). Non-recurring.

The financial result was negative in R$ 361 million in 2Q22, decreasing 28% in relation to 1Q22, mainly due to the exchange rate variation in the period. Compared to 2Q21, the sharp variation was mainly due to the non-recurring effects of inflation adjustment on tax credits in the amount of R$ 463 million in that quarter.

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NET INCOME

In 2Q22, adjusted net income came to R$ 4.3 billion, increasing 46% in relation to the prior quarter and 27% compared to 2Q21, demonstrating the Company’s ability and resilience to adapt according to different macroeconomic scenarios.

Note that 2Q21 was affected by non-recurring items in the amount of negative R$ 565 million, as shown in the table below:

CONSOLIDATED (R$ million)	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Income before financial income expenses and taxes¹	5,791	5,014	15.5 %	5,563	4.0%	10,804	9,121	18.5%
Financial Result	(361)	(503)	-28.3%	58	-	(864)	(213)	305.%
Income before taxes¹	5,430	4,510	20.4%	5,621	-3.4%	9,940	8,908	11.6%
Income<br> and social contribution taxes	(1,131)	(1,570)	-28.0%	(1,686)	-32.9%	(2,701)	(2,503)	7.9%
Exchange<br> variation including net investment hedge	169	(346)	-	(23)	-	(177)	(16)	-
Other<br> lines	(1,300)	(1,224)	6.2%	(1,372)	-5.2%	(2,524)	(2,196)	1.8%
Non<br> recurring items	-	-	-	(291)	-	-	(291)	-1.0%
Consolidated Net Income¹	4,298	2,940	46.2%	3,934	9.3%	7,239	6,405	13.0%
Non<br> recurring items	-	-	-	(565)	-	-	(565)	-
Credit<br> recovery / Provisions	-	-	-	(856)	-	-	(856)	-
Income<br> tax and social contribution on extraordinary items	-	-	-	291	-	-	291	-
Consolidated Adjusted Net Income²	4,298	2,940	46.2%	3,370	27.5%	7,239	5,840	24.0%

1

• Accounting measure disclosed in the consolidated Income Statement.

2

• Non-accounting measure calculated by the Company to show net profit adjusted by non-recurring events that influenced the result.

ADJUSTEDNET INCOME (R$ MILLION) & NET MARGIN (%)

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CAPITAL STRUCTURE & INDEBTEDNESS

DEBT BREAKDOWN (R$ million)	2Q22	1Q22	2Q21
Short<br> Term	3,550	2,084	261
Long<br> Term	8,895	10,683	15,545
Gross Debt	12,445	12,767	15,806
Gross<br> Debt / Total Capitalization ¹	20%	23%	31%
Cash,<br> cash equivalents and short-term investments	7,755	7,591	5,638
Net Debt	4,690	5,176	10,168
Net Debt ² (R$) / EBITDA ³ (R$)	0.18x	0.20x	0.65x
1<br>- Total capitalization = shareholders’ equity + gross debt – interest on debt.
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2<br>- Net debt = gross debt – interest on debt – cash, cash equivalents and financial investments.
3<br>- Adjusted EBITDA in the last 12 months.

We ended 2Q22 with gross debt of R$ 12.4 billion, 2.5% lower than the previous quarter and 21% lower than in 2Q21. Regards to the debt profile, 71% is long-term.

Meanwhile, the Company ended the quarter with a cash position of R$ 7.7 billion available, resulting in net debt of R$ 4.7 billion in the period and a net debt /EBITDA ratio of 0.18x.

Compared to prior periods, the lower net debt/EBITDA ratio is explained by a better cash generation combined with deleveraging actions and the robust EBITDA registered in 2Q22.

INDEBTEDNESS (R$ BILLION) & LEVERAGE RATIO

The weighted average nominal cost of gross debt was 7.64% and the average debt term of 8 years demonstrates a debt maturity schedule that is well balanced and well distributed over the coming years.

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INVESTMENTS

Capital expenditures amounted to R$ 959 million in 2Q22, with R$ 661 million allocated to Maintenance and R$ 298 million to Technological Expansion and Updating. Of the amount invested in the quarter, 63% was allocated to the Brazil BD, 20% to the North America BD, 14% to the Special Steel BD and 3% to the South America BD.

Of the total capex in 2Q22, R$ 126 million represented investments in implementing technologies to improve the environmental control and performance of existing facilities.

Maintenance projects are associated with the concept of reinvestment of depreciation over the years to ensure the good functioning of plants. Meanwhile, Expansion and Technological Updating investments include expanding forestry assets, updating and improving environmental controls and technological improvements that increase energy efficiency and reduce greenhouse gas emissions.

Gerdau S.A. has been demonstrating its capacity to adapt to changing scenarios, and the expenditures in its investment plan will be directly related to the pace of demand in our markets, as well as based on criteria involving the return on capital invested and the consequent cash generation.

CAPEXPER BD - 2Q22

BRAZIL BD
■	Expand<br> hot-rolled production at Ouro Branco.
■	Add<br> 250 kta of coils and reduce operating costs.
■	Investment<br> of ~R$ 1 billion.
SPECIAL STEEL BD
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■	New<br> continuous casting line in Pindamonhangaba.
■	Increase<br> clean steel production, reduce costs and emissions.
■	Investment<br> of ~R$ 700 million.
NORTH AMERICA BD
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■	Technological<br> Updating Whitby Mini-Mill.
■	Add<br> 200 kta of steel by modernizing mini-mill in Canada.
■	Investment<br> of ~R$ 300 million.
SOUTH AMERICA BD
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■	Expand<br> rolled steel capacity in Peru.
■	Increase<br> capacity, reduce costs, and improve occupational safety.
■	Investment<br> of ~R$ 90 million.
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FREECASH FLOW

Free cash flow in 2Q22 was positive R$ 3.2 billion, which marks the ninth straight quarter in which the Company has delivered positive free cash flow. The result reflects the significant contribution from EBITDA, as well as the disciplined allocation of capital to investments and to working capital. As a result and combined with the gradual reduction in debt, 48% of EBITDA in the quarter was converted into free cash flow.

FREECASH FLOW (R$ BILLION)

WORKING CAPITAL & CASH CONVERSION CYCLE

The cash conversion cycle (working capital divided by daily net sales in the quarter), influenced by natural variations in demand, decreased from 66 days in March 2022 to 64 days in June 2022.

RETURN ON CAPITAL EMPLOYED - ROCE

The evolution in the Company’s level of efficiency, measured by ROCE in the last 12 months (as of June 2022), reflects the Company’s efficiency gains and higher value creation, with return exceeding its cost of capital.

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GOVERNANCE & CAPITAL MARKETS

EXTRAORDINARY SHAREHOLDERS MEETING

The Extraordinary Shareholders Meeting held on June 28 approved the increase in the number of members on the Company’s Board of Directors to seven members, being three of them independent.

DIVIDENDS

On August 2, 2022, the Board of Directors of Gerdau S.A. approved the distribution of dividends in the amount of R$ 1.2 billion (R$ 0.71 per share), to be paid based on the results for the second quarter of 2022, as stipulated in the Bylaws. The dividends will be paid on August 25, 2022, based on shareholding positions on August 15, 2022 and the ex-dividend date will be August 16, 2022.

Management reaffirms its understanding that the best way to increase absolute dividends is through strong cash generation, which it has been delivering, enabling it to maintain its policy of distributing at least 30% of adjusted net income. This flexibility, including in the frequency of distribution, enables the Company to deliver value in different scenarios.

SHARE BUYBACK PROGRAM

On May 5, 2022, Gerdau S.A. announced that the Board of Directors approved a share buyback program envisaging the acquisition of up to 55,000,000 preferred shares, representing approximately 5% of the preferred shares (GGBR4) and/or ADRs backed by the preferred shares (GGB) forming the free-float, with maximum duration of 18 months. As of June 18, 2022, the Company acquired 17,769,500 preferred shares at an average price of R$ 23.88, corresponding to 32.3% of the share buyback program executed to date.

PERFORMANCE

BY BUSINESS DIVISION (BD)

Gerdau presents its results in four Business Divisions (BD).

BRAZILBD (Brazil Business Division) – includes the operations in Brazil (except special steel) and the iron ore operation in Brazil.

NORTHAMERICA BD (North America Business Division) – includes all operations in North America (Canada and United States), except special steel, as well as the jointly controlled company in Mexico.

SPECIALSTEEL BD (Special Steel Business Division) – includes the special steel operations in Brazil and the United States, as well as the jointly controlled company in Brazil.

SOUTHAMERICA BD (South America Business Division) – includes all operations in South America (Argentina, Peru and Uruguay), except the operations in Brazil, and the jointly controlled companies in Colombia and the Dominican Republic.

NET SALES

EBITDA & EBITDA MARGIN

BRAZIL BD

PRODUCTION & SHIPMENTS

BRAZIL BD	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Volumes (1,000 tonnes)
Production<br> of crude steel	1,576	1,527	3.2%	1,659	-5.0%	3,102	2,951	5.1%
Shipments<br> of steel	1,529	1,384	10.5%	1,476	3.6%	2,913	2,760	5.5%
Domestic<br> Market	1,186	1,085	9.3%	1,363	-13.0%	2,271	2,599	-12.6%
Exports	343	299	14.5%	113	204.0%	642	162	297.1%
Shipments<br> of long steel	1,061	953	11.3%	1,053	0.7%	2,014	1,941	3.7%
Domestic<br> Market	745	665	12.2%	956	-22.0%	1,410	1,803	-21.8%
Exports	315	288	9.3%	97	224.7%	604	138	338.8%
Shipments<br> of flat steel	468	431	8.6%	423	10.7%	899	819	9.7%
Domestic<br> Market	441	420	4.9%	407	8.2%	861	795	8.3%
Exports	27	11	156.1%	16	75.3%	38	24	58.5%

Crude steel production at the Brazil BD increased 3.2% in 2Q22 in relation to 1Q22 and contracted 5% in relation to 2Q21. Total shipments in 2Q22 increased 10.5% on the previous quarter and 3.6% compared to the previous year..

This quarter, the Company directed 22% of its shipments to export markets, up 14 p.p. from 2Q21, consisting essentially of products sold to South America.

Despite the current scenario of higher interest rates, we observed that domestic demand remained stable at high levels in 2Q22, with satisfactory levels of real demand in the construction and manufacturing sectors, especially in the machinery and equipment, agribusiness and energy segments.

The construction industry remains robust, with record sales, active construction sites and job creation. Real estate inventories and launches are at very healthy levels. The quarter also was marked by consistent recovery in industrial infrastructure, where we observed a growing number of projects in our clients’ portfolio. In the energy sector, new transmission line auctions are on the horizon, with investments in solar and wind power infrastructure. According to market analyses, the outlook for the oil and gas industry remain favorable, which could have a positive impact on the Company’s operations.

Regarding to the product mix, domestic salles were positively impacted by the growth in product delivery ,such as reinforced concrete, as well as flat steel, drawn steel and structural profiles. The export market registered an increase of 14.5% in shipments, with demand for products such as drawn steel, flat steel and structural profiles.

In 2Q22, 506,000 tonnes of iron ore were sold to third parties and 788,000 tonnes were internally consumed.

OPERATING RESULT

BRAZIL<br> BD	1Q22	∆	2Q21	∆	6M22	6M21	∆
Results<br> (R million)
Net<br> Sales¹	8,022	19.5%	8,940	7.2%	17,610	15,823	11.3%
Domestic<br> Market	6,862	18.0%	8,524	-5.0%	14,959	15,215	-1.7%
Exports	1,160	28.6%	416	258.6%	2,651	608	336.0%
Cost<br> of Goods Sols	(6,226)	20.1%	(5,443)	37.5%	(13,707)	(9,929)	38.1%
Gross<br> Profi	1,795	17.4%	3,498	-39.8%	3,903	5,895	-33.8%
Gross<br> Margin (%)	22.4%	-0.4p.p	39.1%	-17.1p.p	22.2%	37.3%	-15.1p.p
Adjusted<br> EBITDA ²	1,951	17.3%	3,634	-37.1%	4,239	6,172	-31.3%
Adjusted<br> EBITDA Margin (%)	24.3%	-0.5p.p	40.7%	-16.8p.p	24.1%	39.0%	-14.9p.p

All values are in US Dollars.

1 – Includes iron ore sales.

2 - Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Net sales increased 19.5% in 2Q22 compared to 1Q22, due to the increase in net sales per tonne sold and the higher volumes shipped in both the domestic and export markets. Compared to 2Q22, net sales increased 7%, explained by market conditions in the period and higher exports with positive exchange rate variation.

In 2Q22, cost of goods sold increased 20.1% compared to 1Q22 and 37.5% in relation to the previous year, mainly explained by the high cost of scrap, pig iron and metallurgical coal.

Gross profit increased 17.4% in 2Q22 in relation to 1Q22 and decreased 39.8% compared to the same period last year, as described above.

In 2Q22, the Brazil BD reported Adjusted EBITDA of R$ 2.3 billion, up 17.3% from 1Q22 and down 37.1% from 2Q21, reflecting the strong comparison base of that period, when the operation registered record EBITDA.

NORTH AMERICA BD

PRODUCTION & SHIPMENTS

NORTH AMERICA BD	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Volumes (1,000 tonnes)
Production<br> of crude steel	1,145	1,214	-5.7%	1,269	-9.8%	2,359	2,520	-6.4%
Shipments<br> of steel	1,121	1,094	2.4%	1,143	-1.9%	2,215	2,266	-2.2%

In 2Q22, steel production decreased 5.7% in relation to 1Q22 and 9.8% compared to 2Q21. Shipments improved 2.4% in relation to 1Q22, due to the higher demand from the non-residential construction sector in the period.

The outlook for 2022 remains positive for the construction and distribution sectors. In the infrastructure sector, the U.S. government has required all public construction projects to use locally produced steel to support domestic producers.

OPERATING RESULT

NORTH<br> AMERICA BD	1Q22	∆	2Q21	∆	6M22	6M21	∆
Results<br> (R million)
Net<br> Sales	8,222	4.3%	6,612	29.7%	16,795	12,500	34.4%
Cost<br> of Goods Sols	(5,856)	4.5%	(5,419)	13.0%	(11,977)	(10,572)	13.3%
Gross<br> Profit	2,366	3.6%	1,193	105.6%	4,818	1,928	149.9%
Gross<br> Margin (%)	28.8%	-0.2p.p	18.0%	10.6p.p	28.7%	15.4%	13.3p.p
EBITDA<br> 1	2,711	4.6%	1,352	109.8%	5,548	2,195	152.8%
EBITDA<br> Margin (%)	33.0%	0.1p.p	20.4%	12.6p.p	33.0%	17.6%	15.5p.p

All values are in US Dollars.

1

• Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide additional information on cash generation in the period.

Net sales totaled R$ 8.6 billion in 2Q22, up 4.3% from 1Q22 and 29.7% from 2Q21, explained by higher metal spread and the increase in net sales per tonne sold in the comparison periods. In relation to 1Q22, note that the 13% increase in costs of goods sold reflects the higher average prices for purchasing alloysand scrap.

The gross profit was R$ 2.4 billion in the quarter, two-times higher than in 2Q21. Meanwhile, gross profit in the first half of the year was R$ 4.8 billion, 150% higher than in the same period last year. The increases are explained by the growth in operations, which continue at full capacity to meet the sector’s demand, combined with the expansion of product lines to clients, which increased local competitiveness and improved the level of service.

Another highlight was the EBITDA of R$ 2.8 billion and EBITDA margin of 33.1% in the quarter, due to the combination of higher shipments, higher steel prices, our strategy of continuous segmentation and efforts to control costs, which helped to achieve record results at the BD.

SPECIAL STEEL BD

PRODUCTION & SHIPMENTS

SPECIAL STEEL BD	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Volumes (1,000 tonnes)
Production<br> of crude steel	507	494	2.6%	396	27.9%	1,001	842	18.9%
Shipments<br> of steel	435	418	4.0%	417	4.2%	853	843	1.2%

In 2Q22, steel production increased 2.6% in relation to 1Q22 and 27.9% compared to 2Q21. Steel shipments grew 4% on the previous quarter and on the same period last year.

Note that light vehicle sales continued to be affected by the global semiconductor shortage, which are used in all electronic components installed in vehicles. On the other hand, the good performances of the heavy vehicle sector in Brazil and the oil and gas industry in the United States continue to partially offset the effects caused by the semiconductor shortage on the light vehicle sector.

OPERATING RESULT

SPECIAL<br> STEEL BD	1Q22	∆	2Q21	∆	6M22	6M21	∆
Results<br> (R million)
Net<br> Sales	3,219	13.6%	2,650	38.0%	6,876	5,080	35.4%
Cost<br> of Goods Sols	(2,601)	8.0%	(2,243)	25.2%	(5,409)	(4,388)	23.3%
Gross<br> Profit	618	37.5%	407	108.8%	1,467	692	112.0%
Gross<br> Margin (%)	19.2%	4.0p.p	15.3%	7.9p.p	21.3%	13.6%	7.7p.p
EBITDA<br> 1	692	34.1%	495	87.3%	1,620	904	79.2%
EBITDA<br> Margin (%)	21.5%	3.9p.p	18.7%	6.7p.p	23.6%	17.8%	5.8p.p

All values are in US Dollars.

1 -<br> Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide<br> additional information on cash generation in the period.

Net sales in 2Q22 reached R$ 3.7 billion, surpassing 1Q22 by 13.6% and 2Q21 by 38.0%. Gross profit and gross margin registered significant improvements, since the increase in net sales per tonne surpassed the increase in cost per tonne, in the comparison periods. Note that the sectors that boosted results were heavy vehicles (especially trucks), oil and gas, and distribution.

Despite the cost inflation and semiconductor shortage, EBITDA in 2Q22 increased 34% on 1Q22 and 87% on 2Q21, driven by current profitability levels.

SOUTH AMERICA BD

PRODUCTION & SHIPMENTS

SOUTH AMERICA BD	2Q22	1Q22	∆	2Q21	∆	6M22	6M21	∆
Volumes (1,000 tonnes)
Production<br> of crude steel	201	172	17.4%	124	62.4%	373	287	30.0%
Shipments<br> of steel	292	332	-12.0%	268	9.1%	625	565	10.7%

Steel production grew 17.4% in relation to 1Q22 and 62.4% in relation to 2Q21, notably in Argentina’s construction sector, boosting gross steel production at the South America BD to a record high, surpassing the 2018 results. In relation to the previous quarter, shipments were negatively affected by lower steel sales in Peru.

OPERATING RESULT

SOUTH<br> AMERICA BD	1Q22	∆	2Q21	∆	6M22	6M21	∆
Results<br> (R million)
Net<br> Sales	1,753	8.0%	1,308	44.8%	3,647	2,757	32.3%
Cost<br> of Goods Sols	(1,405)	-2.1%	(1,002)	37.1%	(2,779)	(2,064)	34.6%
Gross<br> Profit	348	49.2%	305	70.1%	868	692	25.3%
Gross<br> Margin (%)	19.9%	7.6p.p	23.4%	4.1p.p	23.8%	25.1%	-1.3p.p
EBITDA<br> 1	483	53.2%	494	49.7%	1,222	1,044	17.0%
EBITDA<br> Margin (%)	27.5%	11.5p.p	37.8%	1.3p.p	33.5%	37.9%	-4.4p.p

All values are in US Dollars.

1 -<br> Non-accounting measure calculated by the Company. The Company presents Adjusted EBITDA to provide<br> additional information on cash generation in the period.

In 1Q22, net sales came to R$ 1.9 billion, up 8% from 1Q22 and 44.8% from 2Q21, due to price adjustments in the period. Driven by the effects on sales and cost of goods sold, gross profit reached R$ 519 million in 2Q22, an increase of 49.2% in relation to the previous quarter and of 70% compared to the previous year.

EBITDA and EBITDA margin in 2Q22 registered record highs at this Business Division, explained by the stronger demand from the construction sector, mainly in Argentina – despite the scenario of high volatility in its economy.

APPENDICES

ASSETS

GERDAU S.A.
CONSOLIDATED BALANCE SHEETS
In thousands of Brazilian reais (R)
		December 31, 2021
CURRENT ASSETS
Cash and cash equivalents	5,776,753		4,160,654
Short-term investments	1,977,982		2,626,212
Trade accounts receivable	7,261,198		5,414,075
Inventories	18,464,285		16,861,488
Tax credits	1,978,938		2,083,885
Income and social contribution taxes recoverable	471,180		804,053
Dividends receivable	5,182		7,671
Fair value of derivatives	2,596		3,246
Other current assets	797,311		679,193
	36,735,425		32,640,477
NON-CURRENT ASSETS
Tax credits	109,971		124,600
Deferred income taxes	2,513,700		2,929,308
Related parties	-		2,678
Judicial deposits	1,738,624		1,659,379
Other non-current assets	665,402		571,637
Prepaid pension cost	4,942		4,942
Investments in associates and joint ventures	3,925,524		3,340,775
Goodwill	11,685,319		12,427,527
Leasing	900,412		861,744
Other Intangibles	435,709		509,760
Property, plant and equipment, net	18,941,784		18,741,786
	40,921,387		41,174,136
TOTAL ASSETS	77,656,812		73,814,613

All values are in US Dollars.

LIABILITIES

GERDAU S.A.
CONSOLIDATED BALANCE SHEETS
In thousands of Brazilian reais (R)
		December 31, 2021
CURRENT LIABILITIES
Trade accounts payable	9,394,840		8,017,140
Short-term debt	1,402,840		234,537
Debentures	2,147,180		1,531,956
Taxes payable	665,819		548,173
Income and social contribution taxes payable	630,260		863,136
Payroll and related liabilities	814,980		1,199,143
Leasing payable	265,069		275,086
Employee benefits	582		39
Environmental liabilities	250,555		231,711
Fair value of derivatives	5,454		-
Obligations with FIDC	-		45,497
Other current liabilities	949,986		1,090,396
	16,527,565		14,036,814
NON-CURRENT LIABILITIES
Long-term debt	8,096,022		10,875,249
Debentures	798,724		1,397,951
Related parties	26,172		24,648
Deferred income taxes	103,592		98,975
Provision for tax, civil and labor liabilities	1,809,680		1,741,026
Environmental liabilities	259,595		343,998
Employee benefits	1,309,618		1,415,151
Leasing payable	698,724		643,279
Other non-current liabilities	508,784		421,873
	13,610,911		16,962,150
EQUITY
Capital	19,249,181		19,249,181
Treasury stocks	(472,908)		(152,409)
Capital reserves	11,597		11,597
Retained earnings	17,862,503		17,838,494
Transactions with non-controlling interests without change of control	5,891,944		-
Other reserves	4,790,908		5,657,419
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT	47,333,225		42,604,282
NON-CONTROLLING INTERESTS	185,111		211,367
EQUITY	47,518,336		42,815,649
TOTAL LIABILITIES AND EQUITY	77,656,812		73,814,613

All values are in US Dollars.

INCOME STATEMENT

GERDAU<br> S.A.
CONSOLIDATED<br> STATEMENTS OF INCOME
In<br> thousands of Brazilian reais (R)
		For the six-month period ended
	June 30, 2021	June 30, 2022	June 30, 2021
NET<br> SALES	19,130,116	43,298,933	35,473,100
Cost<br> of sales	(13,715,929)	(32,214,000)	(26,262,004)
GROSS<br> PROFIT	5,414,187	11,084,933	9,211,096
Selling<br> expenses	(168,421)	(346,126)	(323,814)
General<br> and administrative expenses	(307,956)	(664,194)	(622,051)
Other<br> operating income	37,564	96,521	200,420
Other<br> operating expenses	(42,875)	(61,039)	(119,188)
Tax<br> credits recovery	393,341	-	393,341
Impairment<br> of financial assets	(125)	(1,351)	(5,161)
Equity<br> in earnings of unconsolidated companies	236,979	695,419	385,938
INCOME<br> BEFORE FINANCIAL INCOME (EXPENSES) AND TAXES	5,562,694	10,804,163	9,120,581
Financial<br> income	49,788	229,416	105,696
Financial<br> expenses	(343,907)	(812,409)	(657,503)
Exchange<br> variations, net	(115,402)	(288,355)	(127,271)
Tax<br> credits monetary update	462,651	-	462,651
Gains<br> (Losses) on financial instruments, net	4,750	6,870	3,591
INCOME<br> BEFORE TAXES	5,620,574	9,939,685	8,907,745
Current	(1,140,752)	(2,316,336)	(1,884,568)
Deferred	(545,345)	(384,465)	(618,164)
Income<br> and social contribution taxes	(1,686,097)	(2,700,801)	(2,502,732)
NET<br> INCOME	3,934,477	7,238,884	6,405,013
(-)<br> Credit recovery / Provisions	(855,992)	-	(855,992)
(+)<br> Income tax on extraordinary items	291,037	-	291,037
(=)<br> Total of extraordinary items	(564,955)	-	(564,955)
ADJUSTED<br> NET INCOME*	3,369,522	7,238,884	5,840,058

All values are in US Dollars.

* Adjusted net profit is a non-accounting measure calculated by the Company, reconciled with the financial statements and consists of net income (loss) adjusted by non-recurring events that influenced profit or loss, without cash effect.

CASH FLOW

GERDAU<br> S.A.
CONSOLIDATED<br> STATEMENTS OF CASH FLOWS
In<br> thousands of Brazilian reais (R)
		For the six-month period ended
	June 30, 2021	June 30, 2022	June 30, 2021
Cash<br> flows from operating activities
Net<br> income for the period	3,934,477	7,238,884	6,405,013
Adjustments<br> to reconcile net income for the period to net cash provided by
operating<br> activities:
Depreciation<br> and amortization	630,498	1,360,019	1,279,329
Equity<br> in earnings of unconsolidated companies	(236,979)	(695,419)	(385,938)
Exchange<br> variation, net	115,402	288,355	127,271
Gains<br> and losses on derivative financial instruments, net	(4,750)	(6,870)	(3,591)
Post-employment<br> benefits	57,512	126,742	124,389
Long-term<br> incentive plans	17,391	39,415	28,610
Income<br> tax	1,686,097	2,700,801	2,502,732
Gains<br> on disposal of property, plant and equipment	2,206	(18,547)	1,867
Impairment<br> of financial assets	125	1,351	5,161
Provision<br> of tax, civil, labor and environmental liabilities, net	27,965	78,391	63,101
Tax<br> credits recovery	(855,992)	-	(855,992)
Interest<br> income on short-term investments	(30,936)	(118,229)	(67,389)
Interest<br> expense on debt and debentures	219,304	520,205	433,534
Interest<br> on loans with related parties	(1,571)	29	(3,068)
Provision<br> (Reversal) for net realizable value adjustment in inventory, net	1,878	7,555	(3,415)
	5,562,627	11,522,682	9,651,614
Changes<br> in assets and liabilities
Increase<br> in trade accounts receivable	(1,044,018)	(1,915,468)	(2,218,579)
Increase<br> in inventories	(2,676,888)	(2,288,678)	(5,033,866)
Increase<br> in trade accounts payable	679,865	1,571,663	1,641,969
Increase<br> in other receivables	(4,617)	(225,092)	(146)
Decrease<br> in other payables	(1,007,986)	(1,032,720)	(1,059,255)
Dividends<br> from associates and joint ventures	9,795	15,730	13,863
Purchases<br> of short-term investments	(440,679)	(1,301,447)	(998,343)
Proceeds<br> from maturities and sales of short-term investments	607,611	2,073,429	1,480,923
Cash<br> provided by operating activities	1,685,710	8,420,099	3,478,180
Interest<br> paid on loans and financing	(365,761)	(522,981)	(470,441)
Interest<br> paid on lease liabilities	(15,940)	(39,304)	(32,091)
Income<br> and social contribution taxes paid	(753,645)	(1,680,139)	(856,536)
Net<br> cash provided by operating activities	550,364	6,177,675	2,119,112
Cash<br> flows from investing activities
Purchases<br> of property, plant and equipment	(565,594)	(1,551,839)	(1,000,723)
Proceeds<br> from sales of property, plant and equipment, investments and other intangibles	13,515	35,273	14,178
Additions<br> in other intangibles	(45,390)	(74,434)	(82,495)
Net<br> cash used in investing activities	(597,469)	(1,591,000)	(1,069,040)
Cash<br> flows from financing activities
Acquisition<br> of interest in subsidiary	-	(46,153)	-
Purchases<br> of Treasury stocks	-	(312,144)	-
Dividends<br> and interest on capital paid	(695,176)	(1,210,915)	(1,136,364)
Proceeds<br> from loans and financing	164,677	305,580	310,027
Repayment<br> of loans and financing	(410,026)	(1,486,703)	(1,639,034)
Leasing<br> payment	(68,324)	(157,410)	(134,626)
Intercompany<br> loans, net	49,420	4,174	50,531
Net<br> cash used by financing activities	(959,429)	(2,903,571)	(2,549,466)
Exchange<br> variation on cash and cash equivalents	(209,110)	(67,005)	(91,582)
Increase<br> (Decrease) in cash and cash equivalents	(1,215,644)	1,616,099	(1,590,976)
Cash<br> and cash equivalents at beginning of period	4,241,872	4,160,654	4,617,204
Cash<br> and cash equivalents at end of period	3,026,228	5,776,753	3,026,228

All values are in US Dollars.

QUARTERLY RESULTS - 2T22

Gerdau<br> presents its results in four Business Divisions (BD):<br><br><br><br><br><br><br><br>BRAZILBD (Brazil Business Division) – includes the operations in Brazil (except special steel) and the iron ore operation<br>in Brazil.<br><br><br><br><br><br><br><br>NORTHAMERICA BD (North America Business Division) –<br>includes all operations in North America (Canada and United States), except special steel, as well as the jointly controlled company<br>in Mexico.<br><br><br><br><br><br><br><br>SOUTHAMERICA BD (South America Business Division) –	includes<br> all operations in South America (Argentina, Peru and Uruguay), except the operations in Brazil, and<br> the jointly controlled companies in Colombia and the Dominican Republic.<br><br><br><br><br><br><br><br>SPECIALSTEEL BD (Special Steel Business Division) –<br>includes the special steel operations in Brazil and the United States, as well as the jointly controlled company in Brazil.
This<br> content is Public.	23
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Exhibit 99.2

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 August 02, 2022, the payment of Dividends for the second quarter of the fiscal year on 2022. The amount will be paid according to the dates listed bellow and credited based in the positions of shareholders dated of August 15, 2022.

Company	Payment<br><br> <br>Date	Value per Share<br><br> <br>Common and Preferred Dividends
METALÚRGICA GERDAU S.A.	08/26/2022	R$0.36
GERDAU S.A.	08/25/2022	R$ 0.71

Please note that shares acquired on August 16, 2022, and thereafter, will be traded EX-DIVIDEND.

Additional information can be obtained from our Investor Relations Department, located at Av. Doutora Ruth Cardoso, 8501 – 8^th^ Floor – São Paulo – SP – 05425-070 – Brazil.

Phone: +55 (11) 3094.6300

E-mail: inform@gerdau.com

São Paulo, August 03, 2022.

Rafael Dorneles Japur

Executive Vice President

Investor Relations Director

This content is Public.