OFFER TO PURCHASE FOR CASH

Any and all of its outstanding
4.875% Notes due 2027
Unconditionally and irrevocably guaranteed by

Gerdau S.A.
Gerdau Açominas S.A.
Gerdau Aços Longos S.A.

THE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON JUNE 9, 2025 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE SOLE DISCRETION OF THE OFFEROR (AS DEFINED HEREIN), THE “EXPIRATION DATE”). TO BE ELIGIBLE TO RECEIVE THE CONSIDERATION (AS DEFINED HEREIN), HOLDERS (AS DEFINED HEREIN) OF THE NOTES (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO THE EXPIRATION DATE, OR DELIVER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY (AS DEFINED HEREIN) AND OTHER REQUIRED DOCUMENTS PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES (AS DEFINED HEREIN), AT OR PRIOR TO THE EXPIRATION DATE AND TENDER THEIR NOTES AT OR PRIOR TO THE GUARANTEED DELIVERY DATE (AS DEFINED HEREIN). VALIDLY TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFER AT ANY TIME AT OR PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON JUNE 9, 2025, EXCEPT AS DESCRIBED HEREIN OR AS REQUIRED BY APPLICABLE LAW (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE SOLE DISCRETION OF THE OFFEROR, THE “WITHDRAWAL DATE”).


Title of Security

CUSIP / ISIN

Principal Amount Outstanding1

Reference U.S. Treasury Security


4.875% Notes due 2027


G3925DAD2 / USG3925DAD24

37373WAD2 / US37373WAD20


US$418,244,000.00


4.125% due 10/31/2027

_________________________________________________________________________________________________
(1) As of June 3, 2025.

To view copie(s) of the Offer to Purchase document(s) please click on the link(s) below

Offer to Purchase

Notice of Guaranteed Delivery

Press Release


To obtain additional copies of the Offer to Purchase, please contact the Tender and Information Agent.

The Information Agent and Tender Agent for the Tender Offer is:

D.F. King & Co., Inc.

E-mail: gerdau@dfking.com

48 Wall Street, 22nd Floor
New York, New York 10005
United States

Banks and Brokers call: +1 (212) 269-5550
All others call toll free (U.S. only): +1 (888) 628-9011

Any questions or requests for assistance or additional copies of this Offer to Purchase and the Notice of Guaranteed Delivery may be directed to the Information and Tender Agent at its telephone number or address set forth above.

Any questions related to the terms of the Offer may be directed to the Dealer Managers. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Dealer Managers for the Tender Offer are:

BofA Securities, Inc.

One Bryant Park
New York, New York 10036

Attn: Liability Management
Toll Free: +1 (888) 292-0070
Collect: +1 (646) 855-8988


Goldman Sachs & Co. LLC

200 West Street
New York, New York 10282

Attn: Liability Management Group
Toll Free: +1 (800) 828-3182
Collect: +1 (212) 357-1452


J.P. Morgan Securities LLC

383 Madison Avenue
New York, New York 10179

Attn: Liability Management Group
Toll Free: +1 (866) 834-4666
Collect: +1 (212) 834-3554 / +55 11 4950 3312

Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor
New York, New York 10036

Attn: Liability Management Group
Toll Free: +1 (800) 624-1808
Collect: +1 (212) 761-1057