6-K

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 December 29, 2023

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, December 28, 2023

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:  December 29, 2023

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

EX-99.1

Exhibit 99.1

 

GERDAU S.A.

Tax ID (CNPJ/ME) 33.611.500/0001-19

Registry (NIRE): 35300520696

MATERIAL FACT

Gerdau S.A. (B3: GGBR / NYSE: GGB) (“Company”) informs to its shareholders and the market in general that, on December 27^th, a formal request has been submitted to the Latin American Securities Market (“Latibex”) to initiate the necessary procedures for the delisting of XGGB shares, currently traded on Latibex.

The Company has engaged the entities bellow for the following roles:

· Banco Santander, S.A. (“Banco Santander”): delisting process coordinator;

· Auriga Global Investors S.V, S.A. (“Specialist”): intermediary institution, which will act as a facilitating agent, to guide through the properly procedures to be taken by those investors who wish to sell or transfer their shares before the effective date of trading revocation of the Company’ shares on Latibex. The divestment will be carried out under market conditions, accordingly to the share price practiced at B3 S.A. – Brasil, Bolsa, Balcão.

Banco Santander will publish on the Latibex market, detailed information regarding the procedures for the sale of the Company’ shares held by Latibex investors.

The Companies will keep its shareholders and the market informed about the conclusion of the delisting process.

São Paulo, December 28, 2023.

Rafael Dorneles Japur

Executive Vice-President

Investor Relations Officer