盖尔道钢铁美股招股说明书(2025-06-06版)

US$650,000,000 5.750% Notes due 2035 Fully, unconditionally and irrevocably guaranteed by GERDAU S.A.GERDAU AÇOMINAS S.A.GERDAU AÇOS LONGOS S.A. Gerdau Trade Inc. (the “issuer”) is offering US$650,000,000 in aggregate principal amount of its 5.750% notes due 2035 (the “notes”).The issuer is a BVI business company limited by shares incorporated under the laws of the British Virgin Islands. The notes will be fully,unconditionally and irrevocably guaranteed by Gerdau S.A., Gerdau Açominas S.A. and Gerdau Aços Longos S.A. (the “guarantors”), each acorporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil. Interest on the notes will be payable semi-annually on June 9 and December 9 of each year, commencing on December 9, 2025. The issuer may, at its option, prior to March 9, 2035, redeem the notes, in whole or in part, at any time, by paying the greater of (i)100%of the principal amount of the notes and (ii)the applicable “make-whole” amount,plus, in each case, accrued and unpaid interest. Beginningon March 9, 2035, the issuer may redeem, in whole or in part, the notes at a price equal to 100% of the principal amount of the notes to beredeemed,plusaccrued and unpaid interest. The notes may also be redeemed by the issuer or any of the guarantors (as the case may be), inwhole but not in part, at 100% of their principal amountplusaccrued and unpaid interest and additional amounts, if any, at any time upon theoccurrence of specified events relating to a change in, or amendment to, the treaties, laws or regulations of a Taxing Jurisdiction (as defined in“Description of the Notes — Redemption — Optional Tax Redemption”), or any change in the application or official interpretation of suchlaws or regulations, as set forth in this prospectus supplement. See “Description of the Notes — Redemption.” The notes will be senior unsecured obligations of the issuer, ranking equal in right of payment with all of its other existing and futuresenior unsecured debt. The guarantees will be senior unsecured obligations of the guarantors, ranking equal in right of payment with all oftheir other existing and future senior unsecured debt. We will apply to list the notes on the New York Stock Exchange (the “NYSE”). We cannot assure you that our listing application with theNYSE will be approved. Investing in the notes involves risks. See “Item3. Key Information — D. Risk Factors” on page 3 ofour annual report on Form 20-F for theyear ended December31, 2024, which is incorporated by reference in this prospectus supplement, and “Risk Factors” beginning on pageS-28ofthis prospectus supplement to read the discussion of material risks you should consider before investing in the notes. (1)(2)Plus accrued interest, if any, from June 9, 2025, if settlement occurs after that date.We refer you to the section titled “Underwriting” for additional information regarding underwriting compensation. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense. We expect the notes to be delivered to purchasers on or about June 9, 2025 in book-entry form only through the facilities of TheDepository Trust Company (“DTC”), for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V. (“Euroclear”)and Clearstream Banking,société anonyme(“Clearstream”). TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiWhere You Can Find More InformationS-ivInformation Incorporated by ReferenceS-vForward-Looking StatementsS-viEnforcement of Civil LiabilitiesS-viiiPresentation of Financial and Other DataS-ixSummaryS-1The OfferingS-9Summary Financial and Other InformationS-13Risk FactorsS-28Summarized Issuer and Guarantor Financial InformationS-33Use of ProceedsS-34CapitalizationS-35Description of the NotesS-36Certain Material Tax ConsiderationsS-45UnderwritingS-52Legal MattersS-62ExpertsS-63 Prospectus About this ProspectusiiForward-Looking Statements1Enforcement of Civil Liabilities2Gerdau S.A.4Gerdau Açominas S.A.5Gerdau Aços Longos S.A.6Gerdau Trade Inc.7Offer Statistics and Expected Timetable8Capitalization and Indebtedness9Use of Proceeds10Legal Ownership of Securities11Description of the Debt Securities13Description of the Guarantees33Plan of Distribution34Legal Matters36Experts37Where You Can Find More Information38Incorporation of Certain Documents By Reference39 ABOUT THIS PROSPECTUS SUPPLEMENT This document is divided in two parts. The first is this prospectus supplement, which describes thespecificterms of this offering.The second part,the accompanying prospectus,gives more generalinformation, some of which may not apply to this offering. This prospectus supplement also adds to, updatesand changes information contained in the accompanying prosp