GGB Gerdau SA

 

 

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 January 21, 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

 

Exhibit		Description of Exhibit
99.1		Material Fact, January 20, 2025

 

 

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:  January 21, 2025

 

	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. 

Corporate Tax ID (CNPJ/MF): 33.611.500/0001-19 

Registry (NIRE): 35300520696

 

MATERIAL FACT

 

GERDAU S.A. (B3: GGBR / NYSE: GGB) ("Company") informs its shareholders and the market in general that the share buyback program issued by the Company ("2024 Buyback Program"), disclosed by Material Fact on July 31, 2024, was concludedon this date.

 

During the period of the buyback, 1,767,911 common shares (GGBR3) were acquired at an average price of R$ 17.78per share and 68,000,000preferred shares (GGBR4) at an average price of R$ 18.89per share, corresponding to 100% of the Buyback Program.

 

The Company informs that the Board of Directors, at a meeting held on this date, approved the cancellation of 1,093,011 common shares (GGBR3) and 25,000,000 preferred shares (GGBR4) issued by the Company, with no par value and no reduction in the value of the capital stock. As a result of this cancellation of shares, the Company's capital stock is now divided into 718,863,819 common shares and 1,333,848,730 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.

 

In addition, the Board of Directors approved a new share buyback program issued by the Company ("2025 Buyback Program"), as detailed below:

 

Program Objectives: (i) maximize value creation for shareholders in the long term through efficient management of its capital structure meeting the needs of the long-term incentive programs of the Company and its subsidiaries; (ii) maintain shares in treasury; (iii) cancellation; or (iv) subsequently sell the shares in the market.

 

Number of shares to be acquired: up to 63,000,000 preferred shares, representing approximately 5% of the outstanding preferred shares (GGBR4) and/or preferred shares (GGB)-backed ADRs and up to 1,500,000 common shares, representing approximately 10% of the outstanding common shares (GGBR3).

 

Acquisition period: from January 22, 2025, with a maximum duration of 12 (twelve) months, that is, until January 22, 2026, inclusive.

 

Further information on the 2025 Buyback Program, as required by Annex G of CVM Resolution 80, of March 29, 2022, can be found attached to the minutes of the Board of Directors Meeting, which is available on the CVM (https://www.gov.br/cvm/pt-br) and of B3 (https://www.b3.com.br/pt_br/).

 

São Paulo, January 20, 2025.

 

Rafael Dorneles Japur 

Vice-President and Investor Relations Officer

 

 

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