EQUITY (Tables)
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12 Months Ended |
Dec. 31, 2025 |
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| EQUITY. |
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| Schedule of ownership of shares |
| | | | | | | | | | | | | | | Shareholders | | | 2025 | Shareholders | | Common | | % | | Pref. | | % | | Total | | % | Metalúrgica Gerdau S.A.* | | 702,952,615 | | 97.9 | | — | | 0.0 | | 702,952,615 | | 35.1 | Brazilian institutional investors | | 649,134 | | 0.1 | | 119,648,519 | | 9.3 | | 120,297,653 | | 6.0 | Foreign institutional investors | | 1,024,037 | | 0.1 | | 597,823,780 | | 46.6 | | 598,847,817 | | 29.9 | Other shareholders | | 12,738,033 | | 1.8 | | 540,307,773 | | 42.1 | | 553,045,806 | | 27.7 | Treasury stock | | 418,800 | | 0.1 | | 25,317,258 | | 2.0 | | 25,736,058 | | 1.3 | | | 717,782,619 | | 100.0 | | 1,283,097,330 | | 100.0 | | 2,000,879,949 | | 100.0 |
| | | | | | | | | | | | | | | Shareholders | | | 2024 | Shareholders | | Common | | % | | Pref. | | % | | Total | | % | Metalúrgica Gerdau S.A.* | | 702,952,615 | | 97.6 | | — | | 0.0 | | 702,952,615 | | 33.8 | Brazilian institutional investors | | 229,736 | | 0.0 | | 147,082,325 | | 10.8 | | 147,312,061 | | 7.1 | Foreign institutional investors | | 1,279,113 | | 0.2 | | 1,054,367,471 | | 77.6 | | 1,055,646,584 | | 50.8 | Other shareholders | | 14,402,355 | | 2.0 | | 120,979,866 | | 8.9 | | 135,382,221 | | 6.5 | Treasury stock | | 1,093,011 | | 0.2 | | 36,419,068 | | 2.7 | | 37,512,079 | | 1.8 | | | 719,956,830 | | 100.0 | | 1,358,848,730 | | 100.0 | | 2,078,805,560 | | 100.0 |
| | | | | | | | | | | | | | | Shareholders | | | 2023 | Shareholders | | Common | | % | | Pref. | | % | | Total | | % | Metalúrgica Gerdau S.A.* | | 585,793,846 | | 97.5 | | — | | 0.0 | | 585,793,846 | | 33.3 | Brazilian institutional investors | | 2,442,108 | | 0.4 | | 117,790,196 | | 10.2 | | 120,232,304 | | 6.8 | Foreign institutional investors | | 1,425,937 | | 0.2 | | 546,220,396 | | 47.2 | | 547,646,333 | | 31.2 | Other shareholders | | 10,864,551 | | 1.9 | | 484,985,375 | | 41.9 | | 495,849,926 | | 28.3 | Treasury stock | | — | | 0.0 | | 7,544,641 | | 0.7 | | 7,544,641 | | 0.4 | | | 600,526,442 | | 100.0 | | 1,156,540,608 | | 100.0 | | 1,757,067,050 | | 100.0 |
* Metalurgica Gerdau S.A. is the controlling shareholder and Indac – Ind. e Com. S.A. (holding of Gerdau’s family) is the ultimate controlling shareholder of the Company.
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| Schedule of reconciliations of common and preferred outstanding shares |
| | | | | | | | | | | | | | | 2025 | | 2024 | | 2023 | | | Common shares | | Preferred shares | | Common shares | | Preferred shares | | Common shares | | Preferred shares | Balance at beginning of the year | | 719,956,830 | | 1,358,848,730 | | 600,526,442 | | 1,156,540,608 | | 571,929,945 | | 1,101,467,245 | Share Bonus | | — | | — | | 120,105,288 | | 231,308,122 | | 28,596,497 | | 55,073,363 | Cancellation of treasury stocks | | (2,174,211) | | (75,751,400) | | (674,900) | | (29,000,000) | | — | | — | Balance at the end of the year | | 717,782,619 | | 1,283,097,330 | | 719,956,830 | | 1,358,848,730 | | 600,526,442 | | 1,156,540,608 | (-) Treasury stocks | | (418,800) | | (25,317,258) | | (1,093,011) | | (36,419,068) | | — | | (7,544,641) | Number of shares outstanding | | 717,363,819 | | 1,257,780,072 | | 718,863,819 | | 1,322,429,662 | | 600,526,442 | | 1,148,995,967 |
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| Schedule of changes in treasury stocks |
| | | | | | | | | | | 2025 | | | Common shares | | R$ | | Preferred shares | | R$ | Opening balance | | 1,093,011 | | 20,214 | | 36,419,068 | | 714,064 | Share buyback program - approved on July 31, 2024 | | — | | — | | 6,843,700 | | 121,110 | Share buyback program - approved on January 20, 2025 | | 1,500,000 | | 23,476 | | 63,000,000 | | 1,024,728 | Exercise of long-term incentive plan | | — | | — | | (5,194,110) | | (53,278) | Cancellation of treasury stocks | | (2,174,211) | | (36,730) | | (75,751,400) | | (1,293,517) | Closing balance | | 418,800 | | 6,960 | | 25,317,258 | | 513,107 |
| | | | | | | | | | | 2024 | | | Common shares | | R$ | | Preferred shares | | R$ | Opening balance | | — | | — | | 7,544,641 | | 150,182 | Share buyback program - approved on July 31, 2024 | | 1,767,911 | | 31,441 | | 61,156,300 | | 1,163,285 | Exercise of long-term incentive plan | | — | | — | | (4,946,961) | | (62,005) | Cancellation of treasury stocks | | (674,900) | | (11,227) | | (29,000,000) | | (537,398) | Capital increase with share bonus | | — | | — | | 1,665,088 | | — | Closing balance | | 1,093,011 | | 20,214 | | 36,419,068 | | 714,064 |
| | | | | | | | | | | 2023 | | | Common shares | | R$ | | Preferred shares | | R$ | Opening balance | | — | | — | | 9,836,850 | | 179,995 | Exercise of long-term incentive plan | | — | | — | | (2,674,136) | | (29,813) | Capital increase with share bonus | | — | | — | | 381,927 | | — | Closing balance | | — | | — | | 7,544,641 | | 150,182 |
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| Schedule of effects of interest changes in subsidiaries |
| | | | | | | | | December 31, 2025 | | | Attributed to parent | | Non-controlling | | | | | company’s interest | | interests | | Total | (i) Other changes | | — | | (2,772) | | (2,772) | Effects of interest changes in subsidiaries | | — | | (2,772) | | (2,772) |
| | | | | | | | | December 31, 2024 | | | Attributed to parent | | Non-controlling | | | | | company’s interest | | interests | | Total | (i) Other changes | | — | | (4,306) | | (4,306) | Effects of interest changes in subsidiaries | | — | | (4,306) | | (4,306) |
| | | | | | | | | December 31, 2023 | | | Attributed to parent | | Non-controlling | | | | | company’s interest | | interests | | Total | (i) Other changes | | — | | (9,590) | | (9,590) | Effects of interest changes in subsidiaries | | — | | (9,590) | | (9,590) |
(i) Other changes in subsidiaries without losing control, which may include among others, capital increases, other acquisitions of interests and dilutions of any nature.
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| Schedule of dividend amounts considered as distributed using the balance of the Investments and Working Capital Reserve |
| | | | | | | | | 2025 | | 2024 | | 2023 | Net income | | 1,387,020 | | 4,566,317 | | 7,501,565 | Constitution of legal reserve | | (69,351) | | (228,316) | | (318,142) | Constitution of the tax incentives reserve | | — | | — | | (1,138,728) | Net income before dividends and interest on capital | | 1,317,669 | | 4,338,001 | | 6,044,695 | Dividends and interest on equity based on income of the year | | (1,034,958) | | (1,460,635) | | (2,466,503) | Dividend - adjustment in excess of the minimum statutory undistributed | | (197,514) | | (203,445) | | (174,952) | Total dividends | | (1,232,472) | | (1,664,080) | | (2,641,455) | Net income before constitution of investments and working capital reserve | | 85,197 | | 2,673,921 | | 3,403,240 | Constitution of investments and working capital reserve | | (85,197) | | (2,673,921) | | (3,403,240) |
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| Schedule of dividends and interest on capital |
The excess of retained earnings in relation to the capital will be the subject of a proposal by the Company's management for capitalization to be submitted for deliberation by the Shareholders’ Meeting. The dividends for the years 2025, 2024 and 2023 are presented below: | | | | | | | | | | | | | | | Dividends and interest on capital in the years | | | | | | | Outstanding shares | | | | | | | Period | | Nature | | R$ /share | | (thousands) | | Credit | | Payment | | 2025 | 1st quarter | | Dividends | | 0.12 | | 2,009,042 | | 5/8/2025 | | 5/19/2025 | | 241,085 | 2nd quarter | | Dividends | | 0.12 | | 1,994,150 | | 8/11/2025 | | 8/18/2025 | | 239,298 | 3rd quarter | | Dividends | | 0.28 | | 1,980,625 | | 11/10/2025 | | 12/11/2025 | | 554,575 | 4th quarter | | Dividends | | 0.10 | | 1,975,144 | | 3/10/2026 | | 3/18/2026 | | 197,514 | Proposed Dividends | | | | | | | | | | | | 1,232,472 | Credit per share (R$) | | | | 0.62 | | | | | | | | |
| | | | | | | | | | | | | | | Dividends and interest on capital in the years | | | | | | | Outstanding shares | | | | | | | Period | | Nature | | R$ /share | | (thousands) | | Credit | | Payment | | 2024 | 1st quarter | | Dividends | | 0.28 | | 2,103,618 | | 5/15/2024 | | 5/27/2024 | | 589,013 | 2nd quarter | | Dividends | | 0.12 | | 2,104,147 | | 8/9/2024 | | 8/20/2024 | | 252,498 | 3rd quarter | | Dividends | | 0.30 | | 2,063,748 | | 11/18/2024 | | 12/16/2024 | | 619,124 | 4th quarter | | Dividends | | 0.10 | | 2,041,293 | | 3/5/2023 | | 3/14/2025 | | 203,445 | Proposed Dividends | | | | | | | | | | | | 1,664,080 | Credit per share (R$) | | | | 0.80 | | | | | | | | |
| | | | | | | | | | | | | | | Dividends and interest on capital in the years | | | | | | | Outstanding shares | | | | | | | Period | | Nature | | R$ /share | | (thousands) | | Credit | | Payment | | 2023 | 1st quarter | | Interest | | 0.51 | | 1,749,090 | | 05/15/2023 | | 05/29/2023 | | 892,056 | 2nd quarter | | Dividends | | 0.43 | | 1,749,522 | | 08/18/2023 | | 08/29/2023 | | 752,172 | 3rd quarter | | Dividends | | 0.47 | | 1,749,522 | | 11/17/2023 | | 12/13/2023 | | 822,275 | 4th quarter | | Dividends | | 0.10 | | 1,749,522 | | 03/01/2024 | | 03/12/2024 | | 174,952 | Proposed Interest and Dividends | | | | | | | | | | | | 2,641,455 | Credit per share (R$) | | | | 1.51 | | | | | | | | |
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