UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Gerdau S.A. | Gerdau Trade Inc. |
| (Exact name of Registrant as specified in its charter) | (Exact name of Registrant as specified in its charter) |
| Federative Republic of Brazil | The British Virgin Islands |
| (State or Other Jurisdiction of Incorporation or Organization) | (State or Other Jurisdiction of Incorporation or Organization) |
| Not Applicable | Not Applicable |
| (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) |
| Avenida Dra. Ruth Cardoso, 8501, |
| 8th floor, São Paulo, SP, 05425-070, Brazil |
| (Address of registrants’ principal executive offices including zip code) |
See Table of Additional Registrants below
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| 5.750% Notes due 2035 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-284698 and 333-284698-01
Securities to be registered pursuant to Section 12(g) of the Act: None
TABLE OF ADDITIONAL REGISTRANTS
| Exact Name of Registrant as Specified in Its Charter* |
Translation of Registrant’s Name into English |
Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
| Gerdau Açominas S.A. | Gerdau Steel Inc. | The Federative Republic of Brazil | Not Applicable |
| Gerdau Aços Longos S.A. | Gerdau Long Steel Inc. | The Federative Republic of Brazil | Not Applicable |
* Each additional registrant is a direct or indirect subsidiary of Gerdau S.A. The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is Av. Dra. Ruth Cardoso, 8501, 8th floor, 05425-070, São Paulo, São Paulo, Federative Republic of Brazil.
Item 1. Description of Registrant’s Securities to be Registered.
For a description of the 5.750% Notes due 2035 to be registered hereunder, reference is made to the information under the headings “Description of the Debt Securities” and “Description of the Guarantees” in the Prospectus, dated June 3, 2025, constituting a part of the registrants’ registration statement on Form F-3 (File Nos. 333-287733, 333-287733-01, 333-287733-02 and 333-287733-03), as supplemented by the information under the heading “Description of the Notes” in the Registrants’ Prospectus Supplement, dated June 4, 2025, which information is hereby incorporated herein by reference and made part of this registration statement on Form 8-A in its entirety.
This registration statement on Form 8-A is incorporated by reference into the registrants’ registration statement on Form F-3 (File Nos. 333-287733, 333-287733-01, 333-287733-02 and 333-287733-03).
Item 2. Exhibits.
The registrants intend to register the above referenced notes on the New York Stock Exchange, on which exchange the American Depositary Shares of Gerdau S.A. are listed. Accordingly, copies of the following exhibits are filed with the Securities and Exchange Commission (“SEC”) as exhibits to this Registration Statement:
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| GERDAU TRADE INC. | |||
| By: | /s/ Gustavo Werneck da Cunha | ||
| Name: | Gustavo Werneck da Cunha | ||
| Title: | Member of the Board of Directors | ||
| By: | /s/ Rafael Dorneles Japur | ||
| Name: | Rafael Dorneles Japur | ||
| Title: | Member of the Board of Directors | ||
| Date: June 9, 2025 | |||
| GERDAU S.A. | |||
| By: | /s/ Gustavo Werneck da Cunha | ||
| Name: | Gustavo Werneck da Cunha | ||
| Title: | Chief Executive Officer and Director | ||
| By: | /s/ Rafael Dorneles Japur | ||
| Name: | Rafael Dorneles Japur | ||
| Title: | Executive Vice-President, Chief Financial Officer and Investor Relations Officer | ||
| Date: June 9, 2025 | |||
| GERDAU AÇOMINAS S.A. | |||
| By: | /s/ Gustavo Werneck da Cunha | ||
| Name: | Gustavo Werneck da Cunha | ||
| Title: | President Director | ||
| By: | /s/ Rafael Dorneles Japur | ||
| Name: | Rafael Dorneles Japur | ||
| Title: | Vice-President Director | ||
| Date: June 9, 2025 | |||
| GERDAU AÇOMINAS S.A. | |||
| By: | /s/ Gustavo Werneck da Cunha | ||
| Name: | Gustavo Werneck da Cunha | ||
| Title: | President Director | ||
| By: | /s/ Rafael Dorneles Japur | ||
| Name: | Rafael Dorneles Japur | ||
| Title: | Vice-President Director | ||
| Date: June 9, 2025 | |||
Exhibit Index