| RELATED-PARTY TRANSACTIONS |
NOTE 20 — RELATED-PARTY TRANSACTIONS a) Operations with related parties During the years ended December 31, 2025, 2024 and 2023, the Company, through its subsidiaries, entered into commercial operations with some of its associate companies and joint ventures including sales of R$ 65,347 as of December 31, 2025 (R$ 400,204 and R$ 1,620,459 as of December 31, 2024 and 2023, respectively) and purchases in the amount of R$ 85,547 as of December 31, 2025 (R$ 263,328 and R$ 210,931 as of December 31, 2024 and 2023, respectively). The net amount totals R$ (20,200) as of December 31, 2025 (R$ 136,876 and R$ 1,409,528 as of December 31, 2024 and 2023, respectively). As of December 31, 2024, the Company and its subsidiaries were due to receive R$ 7,571 from controlling shareholders regarding the sale of real estate, and this amount had already been received by December 31, 2025. Additionally, the Company recorded income derived from rental agreement in the amount of R$ 921 as of December 31, 2025 (R$ 870 and R$ 877 as of December 31, 2024 and 2023, respectively). b) Guarantees granted | | | | | | | | | | | | | | | | | | | | | Original | | | | | | | | | Related Party | | Relationship | | Object | | Amount | | Maturity | | 2025 | | 2024 | | 2023 | Gerdau Aços Longos S.A. | | Subsidiary | | Financing Agreements | | 150,000 | | apr/24 | | — | | — | | 150,000 | Gerdau Açominas S.A. | | Subsidiary | | Financing Agreements | | 400,000 | | nov/24 | | — | | — | | 400,000 | Gerdau Açominas S.A. | | Subsidiary | | Financing Agreements | | 375,000 | | may/25 | | — | | — | | 375,000 | Gerdau Aços Longos S.A. | | Subsidiary | | Financing Agreements | | 375,000 | | may/25 | | — | | — | | 375,000 | Gerdau Aços Longos S.A. | | Subsidiary | | Financing Agreements | | 836 | | jan/25 | | — | | 760 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 10,949 | | jan/25 | | — | | 10,701 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 1,868 | | jan/25 | | — | | 1,825 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 3,096 | | jan/25 | | — | | 3,025 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 4,043 | | jan/25 | | — | | 3,951 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 624 | | jan/25 | | — | | 610 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 3,229 | | jan/25 | | — | | 3,156 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 4,873 | | jan/25 | | — | | 4,762 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 4,992 | | jan/25 | | — | | 9,576 | | — | Gerdau Aços Longos S.A. | | Subsidiary | | Commercial Contract | | 14,483 | | feb/25 | | — | | 2,608 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 2,467 | | feb/25 | | — | | 2,396 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 59,644 | | mar/25 | | — | | 44,519 | | 63,024 | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 35,451 | | mar/25 | | — | | 25,042 | | 35,451 | Gerdau Aços Longos S.A. | | Subsidiary | | Financing Agreements | | 400,000 | | nov/25 | | — | | 400,000 | | 400,000 | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 3,235 | | jan/26 | | 3,497 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 2,492 | | jan/26 | | 2,694 | | — | | — | Gerdau Aços Longos S.A. | | Subsidiary | | Commercial Contract | | 1,372 | | jan/26 | | 1,484 | | — | | — | Gerdau Aços Longos S.A. | | Subsidiary | | Commercial Contract | | 10,670 | | jan/26 | | 11,536 | | — | | — | Gerdau Aços Longos S.A. | | Subsidiary | | Commercial Contract | | 2,004 | | jan/26 | | 2,167 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 312 | | jan/26 | | 337 | | — | | — | Gerdau Aços Longos S.A. | | Subsidiary | | Commercial Contract | | 551 | | jan/26 | | 563 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 7,109 | | jan/26 | | 7,686 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 9,432 | | jan/26 | | 10,198 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 2,594 | | jan/26 | | 2,805 | | — | | — | Gerdau Aços Longos S.A. | | Subsidiary | | Commercial Contract | | 446 | | feb/26 | | 483 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 2,052 | | mar/26 | | 2,219 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 993 | | mar/26 | | 1,073 | | — | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 11,951 | | jan/27 | | 11,680 | | 11,680 | | — | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 69,156 | | may/27 | | 390,000 | | — | | — | Gerdau Trade Inc. | | Subsidiary | | Financing Agreements | | 2,056,535 | | oct/27 | | 988,391 | | 2,641,096 | | 2,064,877 | Gerdau Corsa S.A.P.I. de C.V. | | Joint Venture | | Financing Agreements | | 601,588 | | jun/28 | | 243,023 | | 610,245 | | 648,322 | GUSAP III LP. | | Subsidiary | | Financing Agreements | | 2,100,600 | | jan/30 | | — | | 3,083,765 | | 2,410,967 | Gerdau Aços Longos S.A. and Gerdau Açominas S.A. | | Subsidiaries | | Commercial Contract | | 75,854 | | dec/34 | | 81,723 | | — | | — | UFV Barro Alto V Geração de Energia SPE Ltda | | Subsidiary | | Financing Agreements | | 100,496 | | mar/35 | | 100,496 | | — | | — | UFV Barro Alto VI Geração de Energia SPE Ltda | | Subsidiary | | Financing Agreements | | 100,496 | | mar/35 | | 100,413 | | — | | — | UFV Barro Alto VII Geração de Energia SPE Ltda | | Subsidiary | | Financing Agreements | | 100,496 | | mar/35 | | 100,580 | | — | | — | Gerdau Trade Inc. | | Subsidiary | | Financing Agreements | | 3,547,115 | | jun/35 | | 3,576,560 | | — | | — | Gerdau Ameristeel US Inc. | | Subsidiary | | Financing Agreements | | 103,505 | | oct/37 | | 280,622 | | 315,807 | | 246,906 | Gerdau Aços Longos S.A. | | Subsidiary | | Financing Agreements | | 12,834 | | jun/38 | | 8,967 | | 12,216 | | 12,216 | Gerdau Açominas S.A. | | Subsidiary | | Financing Agreements | | 335,000 | | oct/41 | | 217,118 | | — | | — | GUSAP III LP. | | Subsidiary | | Financing Agreements | | 1,117,100 | | apr/44 | | 2,646,891 | | 2,978,763 | | 2,328,873 |
c) Price and interest Loan agreements between related parties are updated by fixed and/or market rates, such as SOFR, plus exchange rate variation, where applicable. Sales of products and purchases of inputs are made under terms and conditions agreed between the parties. d) Key Management compensation | | | | | | | | | 2025 | | 2024 | | 2023 | Cost of Salaries, variable compensation and benefits | | 37,422 | | 40,396 | | 36,964 | Cost of contributions to management’s defined contribution pension plans | | 2,017 | | 1,952 | | 1,986 | Cost of long-term incentive plans | | 30,014 | | 32,098 | | 25,352 | | | 69,453 | | 74,446 | | 64,302 | | | | | | | | Cost of social charges | | 15,344 | | 16,361 | | 17,077 |
At the end of the year, quantity of Restricted and Performance Shares with the key management were: | | | | | | | | | 2025 | | 2024 | | 2023 | Available at beginning of the year | | 4,073,931 | | 4,945,852 | | 3,415,166 | Granted | | 1,091,796 | | 1,410,887 | | 2,705,702 | Exercised | | (803,483) | | (2,751,812) | | (938,953) | Cancelled | | — | | (321,345) | | (404,922) | Share Bonus | | — | | 790,349 | | 168,859 | Base Adjustment | | (64,382) | | — | | — | Available at the end of the year | | 4,297,862 | | 4,073,931 | | 4,945,852 |
Additional information on the long-term incentive plan are presented in Note 26. e) Other information from related parties Contributions to the assistance entities Fundação Gerdau, Instituto Gerdau and Fundação Ouro Branco, classified as related parties, amounted R$ 160,433 (R$ 206,344 on December 31, 2024). The defined benefit pension plans and the post-employment health care benefit plan are related parties of the Company and the details of the balances and contributions are presented in Note 21. On December 31, 2025, Gerdau S.A. has financial investments in debentures issued by its subsidiaries Gerdau Aços Longos S.A. and Gerdau Açominas S.A., in the amount of R$ 4,815 million (R$2,288 million as of December 31, 2024), which generated financial income of R$ 110,360 as of December 31, 2025 (R$ 105,859 as of December 31, 2024).
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