Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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

SECURITIES EXCHANGE ACT OF 1934

Dated June 7, 2024

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		Notice to the Market, June 6, 2024

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: June 7, 2024

	GERDAU S.A.

	By:	/s/ Rafael Dorneles Japur
	Name:	Rafael Dorneles Japur
	Title:	Executive Vice President
		Investor Relations Director

Exhibit 99.1

GERDAU S.A.

CNPJ nº 33.611.500/0001-19

NIRE 35300520696

NOTICE TO SHAREHOLDERS

PAYMENT OF FRACTIONS OF SHARES

ARISING FROM BONUS ISSUE

GERDAU S.A. (B3: GGBR / NYSE: GGB) (“Company”), in addition to the Material Fact disclosed on April 16, 2024, informs its shareholders that, as a result of the bonus issue approved at the Extraordinary General Meeting on April 16, 2024, the fractions of shares were grouped into whole numbers and sold at auction on June 3, 2024, on B3 S.A. – Brasil, Bolsa, Balcão (“B3”).

In total, 75,554 book-entry shares with no par value, of which 10,921 common and 64,633 preferred, were sold, with the resulting net amounts of R$15.73 per common share and R$17.58 per preferred share.

These amounts will be credited to shareholders on June 12, 2024, proportionally to the fractions of shares of each type to which they were entitled as of the base date of April 17, 2024, as follows:

For shareholders with shares deposited at B3's central depository, such amounts will be paid and transferred through its Custody Agents

II.

For shareholders registered at the Company’s books, such amounts will be credited directly by Itaú Corretora de Valores S.A. (Itaú) to the account previously stated by the shareholder, and

III.

For shareholders whose registration is not up to date, the amounts will be available for receipt, upon registration update that can be carried out at any branch of Itaú Unibanco S.A.

São Paulo, June 06, 2024.

Rafael Dorneles Japur

Executive Vice President

Investor Relations Director